Common use of Conditions Precedent to Closing Clause in Contracts

Conditions Precedent to Closing. The Closing Date of this Amendment is subject to the following conditions: 7.1 this Amendment shall have been properly executed by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date).

Conditions Precedent to Closing. The Closing Date obligation of Purchaser under this Amendment Agreement to purchase the Partnership interests from Sellers and to assume the Trust Mortgage is subject to the satisfaction at the time of Closing of each of the following conditions:conditions ("Conditions Precedent"): 7.1 this Amendment shall have been properly executed (a) All of the representations, warranties and covenants by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms Sellers set forth in Schedule 2;this Agreement shall be true and correct as of Closing in all material respects, as though such representations and warranties were made at and as of Closing. 7.3 Borrower (b) Sellers shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendmentperformed, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Dateobserved, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided furthercomplied with all covenants, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating conditions required by this Agreement to be performed, observed, and complied with on its part prior to or as of the Closing. (c) All instruments and documents required on Sellers' part to effectuate this Amendment Agreement and the transactions contemplated hereby herein, as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained set forth in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be trueAgreement, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been truedelivered and shall be in form and substance reasonably satisfactory to Purchaser, correct Purchaser's counsel and complete Title Company. (d) Seller shall have obtained the approval and consent of the Trustee for the transactions contemplated by this Agreement. (e) Approval of this Agreement by Purchaser's Board of Directors. (f) Approval of Purchaser's lenders upon terms and conditions acceptable to Purchaser. (g) Purchaser's receipt of opinions from its special tax counsel and accountants concerning the various tax consequences of this transaction, satisfactory to Purchaser. (h) Purchaser's receipt of any governmental approvals necessary for Purchaser to use the Property for Purchaser's intended purpose. (i) Seller's completion of the paving of 25-35 parking spaces in all the Parking Area currently being used by Val-Pak employees. As of Closing, Val-Pak employees will no longer be permitted to park in this area. (j) Purchaser obtaining a title insurance policy acceptable to Purchaser at a cost not to exceed $10,000. (k) Appraisal of the Property reasonably acceptable to Purchaser. (l) No adverse material respects on change to the condition of the Property. If any one or more of the foregoing Conditions Precedent is not satisfied by March 31, 2001, Purchaser may terminate this Agreement upon notice to Sellers. If Purchaser gives a notice of termination under this Paragraph 12, this Agreement shall terminate, Escrow Agent shall deliver the Deposit to Purchaser, and as of such earlier date)neither party shall have any further rights or liabilities under this Agreement.

Conditions Precedent to Closing. The Closing Date Owner agrees that Owner will perform and satisfy all of this Amendment is subject to the following conditionsconditions precedent before Closing and Owner agrees that the Investor’s obligation to disburse the proceeds of the Project Advance is conditioned upon Owner’s performance or satisfaction of all such conditions precedent: 7.1 this Amendment (a) No Event of Default by Owner shall have been properly executed by occurred under this Agreement or any of the Required LendersLoan Documents, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower Owner shall have paid timely complied with and performed all fees of Owner’s covenants, agreements and expenses obligations hereunder which by their terms are required to be paid have been complied with and performed by Borrower Owner, and no Material Adverse Change shall have occurred in the financial condition of Owner or the Project. (b) Owner shall have furnished to Agent Investor the following in sufficient time for review by Investor and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee its counsel prior to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% all of the Consent Fee which shall be due in the form and payable on substance satisfactory to Investor and its counsel: (i) A letter from the Fourth Amendment Effective Date; provided furtherESID stating that ESID Board has approved the Petition and Supplemental Plan, howeverdetermined that the Project constitutes “special energy improvement projects” under Ohio Revised Code Section 1710.01(I) because the Project consists of “energy efficiency improvements” as described in Ohio Revised Code Section 1710.01(K), and determined to waive the application of competitive bidding procedures with respect to the Project, all subject to the provision of lender consent by any Lender and subject to the City’s approvals. (ii) The following with respect to insurance, if applicable: 1) Evidence of insurance coverage with commercially reasonable limits (which evidence shall consist of an "▇▇▇▇▇" certificate) insuring the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination DateProperty and Project against loss or damage by fire or other casualty, or including coverage for extended perils such later date as may be agreed to by the Lendersvandalism, the remaining 60% of the Consent Fee shall no longer be due malicious mischief, floods, and payableearthquakes, boiler and machinery coverage, and business interruption coverage; 7.4 receipt by Agent, unless otherwise agreed 2) Investor shall be named as an additional insured as its interests in the Property may appear; 3) All companies providing insurance coverage shall have a Best's rating of “A VIII” or better and shall be qualified to by Agent, of resolutions of Borrower’s do business in the State. (iii) Evidence satisfactory to Investor that the Project Advance is authorized and each Guarantor’s board of directors or similar governing body approving that the individuals executing this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents on behalf of Owner have been duly authorized by all appropriate action to execute and certificates deliver this Agreement and the Loan Documents on behalf of Owner. (iv) Executed copies of all contracts related to such resolutions;the Project as Investor may require. 7.5 receipt by Agent of opinions of counsel (v) Evidence satisfactory to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 Investor of the Credit Agreement Fair Market Value of the Property. (c) Investor shall have received such reports and Section 8 audits satisfactory to Investor, containing an analysis of this Amendment shall be true, correct all matters pertaining to the Property and complete in all material respects Project which Investor deems necessary. (d) The outstanding principal balance of the Project Advance on and as of the Closing Date as if made on and as shall not exceed twenty percent (20%) of such date unless stated to relate to a specific earlier date the Fair Market Value of the Property. (in which case such representations and warranties e) Owner shall have been true, correct and complete in complied with all material respects on and as other applicable requirements of such earlier date)this Agreement. (f) Investor shall have received from Owner the fully executed Loan Documents.

Conditions Precedent to Closing. The Closing Date obligation of Administrative Agent, on behalf of Lenders, to enter into this Amendment Agreement is subject to the satisfaction of the following conditionsconditions precedent: 7.1 (a) No Default or Potential Default shall have occurred and then be continuing. (b) Administrative Agent’s receipt of current financial statements regarding each Borrower and Guarantor as and when required under Section 4.8 of the Loan Agreement. (c) If required by Administrative Agent, Administrative Agent shall have received and approved the most recent MAI appraisal of each Property (which MAI appraisals must be dated no more than six (6) months prior to the date hereof) meeting all applicable regulatory requirements, taking into account then- current market conditions. (d) Based on the most recent appraisals (as more particularly described in clause (c), above) obtained by Administrative Agent, the Properties then subject to the lien of a Security Instrument shall have a Loan-to-Value Ratio of less than or equal to sixty percent (60%). In the event this Amendment Loan-to-Value Ratio is not met, Borrowers may satisfy this Loan-to-Value Ratio by making a voluntary pay down of the Loan or a permanent reduction in the Revolving Availability, or both, without prepayment fees or premiums other than the payment of any Consequential Loss. (e) As of the most recent Test Date, Borrowers shall have satisfied an Ongoing Debt Service Coverage Ratio of at least 1.35:1.00. In the event this Ongoing Debt Service Coverage Ratio is not met, Borrowers may satisfy this Ongoing Debt Service Coverage Ratio by making a voluntary pay down of the Loan or a permanent reduction in the Revolving Availability, or both, without prepayment fees or premiums other than the payment of any Consequential Loss, in an amount sufficient to cause such Ongoing Debt Service Coverage Ratio to equal or exceed 1.35:1.00, assuming for purposes of calculating the Ongoing Debt Service Coverage Ratio that the pay down has been applied to the outstanding principal balance of the Loan, and/or such reduction in Revolving Availability has been applied to reduce the Aggregate Commitments, as applicable, as of the most recent Test Date. (f) Administrative Agent shall have been properly provided with an updated title report and judgment and lien searches, and appropriate title insurance endorsements shall have been issued as reasonably required by Administrative Agent (provided that such endorsements are generally issued by title companies in the applicable jurisdiction). (g) Administrative Agent’s receipt of this Agreement and all other additional documents required by Administrative Agent in connection with the modification of the Loan duly executed by the Required Lenders, Agent, the Guarantors Borrowers and Borrower;Guarantor as applicable. 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 (h) Borrower shall have paid to Administrative Agent, for the ratable benefit of Lenders, the Extension Fee required under the Loan Agreement. (i) Borrowers shall have paid all fees out-of-pocket costs and expenses to be paid incurred by Borrower to Administrative Agent and the Lenders in connection with the Credit Agreement extension (pre- and this Amendmentpost-closing), all fees, expenses including appraisal fees and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) actually incurred by Administrative Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date).

Conditions Precedent to Closing. (a) The Closing Date following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein (the "Purchaser’s Conditions Precedent"): (i) Purchaser shall not have terminated this Agreement in accordance with Section 4, Section 5, Section 16(a), Section 16(b), Section 17 or any other applicable section of this Amendment is Agreement within the time periods described in said sections. (ii) Title Company shall be irrevocably committed to issue, at the Closing, the Approved Title Policy, subject to Purchaser's payment of the following conditions:title premiums for which Purchaser is responsible hereunder. 7.1 this Amendment (iii) Purchaser shall have been properly executed by the Required Lendersreceived, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs no less than three (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel3) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur business days prior to the Effectiveness Termination DateClosing, or such later date as may be agreed to by executed estoppel certificates in the Lenders, the remaining 60% form of the Consent Fee Approved Estoppels (as defined below) (with no changes other than de minimis changes reasonably approved by Purchaser) and not disclosing the existence of any default under the Leases referenced therein, from tenants occupying at least eighty percent (80%) of the leasable space in the Improvements which is leased as of the date of this Agreement and specifically including all of the Major Tenants. Each executed estoppel certificate delivered to Purchaser shall no longer be due and payable; 7.4 deemed to be satisfactory to Purchaser unless Purchaser provides Seller with written notice within three (3) business days of Purchaser’s receipt by Agent, unless otherwise agreed to by Agent, of resolutions such estoppel certificate of Borrower’s and each Guarantor’s board its disapproval of directors or similar governing body approving this Amendment such estoppel certificate and the amendments to basis of such disapproval. A "Major Tenant" means each of the Credit Agreement contained hereinfollowing tenants at the Property: Ball Corporation, authorizingLPS, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, HastingsDataLogix, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPGroup, addressing due authorizationHID Global, execution Urban Lending Solutions, and enforceability Tandberg Data. Seller’s failure to obtain said estoppel certificates shall not be a default by Seller under this Agreement. Seller has prepared, or caused to be prepared, and delivered on May 22, 2013, to Purchaser for review and approval the estoppel certificates Seller intends to deliver to the tenants, which were based on the form of this Amendmentestoppel certificate in the form attached hereto as Exhibit D. Seller shall, no conflicts promptly after receiving Purchaser's approval thereof, remit, or cause to be remitted, the estoppel certificates to all the tenants of the Property for signature with any law corrections provided by Purchaser. If Purchaser fails to notify Seller of its approval of, or any other agreementschanges to, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 estoppel certificates it receives from Seller for approval within three (3) business days following Purchaser’s receipt of the Credit Agreement and Section 8 of this Amendment shall be truesame, correct and complete in Seller may forward such estoppel certificates to all material respects on and as the tenants of the Closing Date Property without Purchaser’s prior approval. Estoppel certificates prepared by Seller and approved (or deemed approved) by Purchaser as if made on and provided above are referred to, collectively, as of such date unless stated to relate to a specific earlier date ("Approved Estoppels". Notwithstanding the foregoing, in which case such representations and warranties the event the condition described in this Section 9(a)(iii) shall not have been truesatisfied, correct and complete either Seller or Purchaser may elect by notice to the other to extend the Closing for a period not to exceed thirty (30) days in all material respects on and as of order to satisfy such earlier date)condition.

Conditions Precedent to Closing. (a) The following shall be conditions precedent to Purchaser's obligation to close the Power/Promotional Center Closing on or before the Power/Promotional Center Closing Date and to close the Community Center/Triangle Closing on or before the Community Center/Triangle Closing Date (the "Conditions Precedent"): (i) Purchaser shall have received and approved executed estoppel certificates in the form required by such Tenant's lease or if no form is required, substantially in the form of this Amendment Exhibit "F" attached hereto or other estoppel certificate form agreed upon by the parties during Purchaser's Contingency Period, from Tenants of the Power/Promotional Center who occupy more than 10,000 square feet in the Power/Promotional Center Property (collectively, the "Major Tenants of the Power/Promotional Center") prior to the Power/Promotional Center Closing Date and from Tenants of the Community Center/Triangle who occupy more than 10,000 square feet on the Community Center/Triangle Property (collectively "Major Tenants of the Community Center/Triangle") prior to the Community Center/Triangle Closing Date and estoppel certificates from Tenants occupying at least seventy percent (75%) of the remaining space developed on the Power/Promotional Center or Community Center/Triangle, as applicable, that is not subject to the following conditions:Rent Subsidy Agreement (as defined below) prior to the applicable Closing Date. For those Tenants (other than Major Tenants of the Power/Promotional Center or Community Center/Triangle, as appropriate) who do not execute an estoppel certificate prior to the applicable Closing Date, Seller shall execute an estoppel certificate, on behalf of such Tenants, to Purchaser in substantially the same form as Exhibit "F"; provided, however, Seller will be released from all liability under any such estoppel certificate upon delivery of an estoppel certificate executed by any such Tenant. The estoppel certificates executed by Tenants shall not be dated earlier than sixty (60) days prior to the applicable Closing Date and the estoppel certificates executed by Seller shall not be dated earlier than five (5) days prior to the applicable Closing Date. 7.1 this Amendment (ii) Title shall have been properly executed approved by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection Purchaser under Article 4 with the Credit Agreement and this AmendmentTitle Company standing ready to issue an ALTA Owner's standard coverage policy of title insurance insuring Purchaser's interest in the Power/Promotional Center or Community Center/Triangle, all feesas applicable, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% dated as of the Consent Fee shall be due and payable on day of the applicable Closing Date, and with liability in the remaining 60% amount of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided furtherPower/Promotional Center Purchase Price or Community Center/Triangle Purchase Price, howeveras applicable, if the Fourth Amendment Effective Date does not occur prior subject only to the Effectiveness Termination DatePermitted Encumbrances, or together with such later date endorsements as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent Purchaser may reasonably request; andrequire (the "Title Policy"). 7.6 (iii) Purchaser shall not have terminated this Agreement during the fact that Contingency Period under Article 7 and shall have approved the representations CC&R's and warranties form of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date Rent Subsidy Agreement. (in which case such iv) Seller's representations and warranties shall have been true, remain true and correct and complete in all material respects respects. (b) The following shall be conditions precedent to Seller's obligation to close the Power/Promotional Center Closing on or before the Power/Promotional Center Closing Date and as to close the Community Center/Triangle Closing on or before the Community Center Closing Date: (i) On or before January 22, 1998, Seller's Board of such earlier dateDirectors or executive committee of Seller's Board of Directors on behalf of Seller's Board of Directors shall have approved Seller's execution and performance of the obligations of Seller contemplated by this Agreement. If Seller's Board of Directors, or executive committee of Seller's Board of Directors on behalf of Seller's Board of Directors, does not approve this Agreement on or before January 22, 1998, this Agreement shall terminate, except for Purchaser's indemnity and confidentiality of obligations under Article 7 and Paragraph 19(n). (ii) Notwithstanding anything to the contrary contained in this Agreement, the Power/Promotional Center Closing shall have occurred in accordance with this Agreement as a condition precedent to the Community Center/Triangle Closing. This condition precedent is for the benefit of Seller and may not be waived by Purchaser. (iii) Purchaser's representations and warranties shall remain true and correct in all material respects. (iv) Purchaser and Seller shall have approved the form of the Rent Subsidy Agreement.

Conditions Precedent to Closing. The Closing Date of this Amendment is Lender's agreement to make the loan to Issuer hereunder, Issuer's agreement to accept the loan and to make the Loan to Borrower hereunder and Lender's agreement to deposit the Loan Proceeds in the Escrow Fund, shall be subject to the following conditionscondition precedent that Lender and Issuer shall have received all of the following, each in form and substance satisfactory to Lender and the Issuer: 7.1 this Amendment shall have been (a) This Agreement, properly executed by the Required Lenders, Agent, the Guarantors on behalf of Issuer and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing DateExhibits hereto properly completed. (b) The Statement as to Tax Exempt Status, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers properly executed on behalf of Borrower. (c) The Arbitrage Certificate, properly executed on behalf of Issuer. (d) The Escrow Agreement, properly executed on behalf of Issuer, Borrower and Escrow Agent. (i) The Mortgage, properly executed on behalf of Westerbeke. (e) The Assignment, properly executed on behalf of Westerbeke. (f) [Reserved.] (g) The Hazardous Substances Agreement properly executed on behalf of the Borrower. (h) The Equipment Loan Agreement, properly executed on behalf of Lender, Issuer and Westerbeke. (i) A certificate of the Clerk or an Assistant Clerk of Westerbeke, certifying as to (i) the resolutions of the board of directors and, if required, the shareholders of Westerbeke, authorizing the execution, delivery and performance by Borrower, of this AmendmentAgreement, the Credit Escrow Agreement, the Mortgage, the Assignment, the Hazardous Substances Agreement and the Statement as to Tax Exempt Status and any related documents, (ii) the bylaws of Westerbeke, and (iii) the signatures of the officers or agents of Westerbeke authorized to execute and deliver this Agreement, the Escrow Agreement, the Mortgage, the Assignment, the Hazardous Substances Agreement and the Statement as to Tax Exempt Status and other Loan Documents instruments, agreements and certificates on behalf of Westerbeke. (j) A certificate of 150 John Hancock, certifying as to (i) the consent of partner▇ ▇▇ ▇▇▇ ▇▇▇n Hancock, authorizing the execution, delivery and per▇▇▇▇a▇▇▇ ▇▇ this Agreement, the Escrow Agreement, the Hazardous Substances Agreement and the Statement as to Tax Exempt Status and any related documents, (ii) the partnership agreement of 150 John Hancock, and (iii) the signatures of the partners or ▇▇▇n▇▇ ▇▇ ▇50 John Hancock authorized to such resolutions;execute and deliver the docume▇▇▇ r▇▇▇▇▇▇▇ to in (i) of this paragraph and certificates on behalf of 150 John Hancock. 7.5 receipt by Agent (k) Currently certified copies of opinions t▇▇ ▇e▇▇▇▇▇▇▇e's Charter. (l) Currently certified copies of counsel to Borrower and Guarantors, Paul, Hastings, the 150 John Hancock's Partnership Agreement. (m) A ▇▇▇▇▇▇▇▇▇▇▇ & ▇f Good Standing issued as to Westerbeke by the Delaware Secretary of State, not more than thirty (30) days prior to the date of the funding of the Loan. (n) A Certificate of Good Standing from the Massachusetts Secretary of State attesting to Westerbeke's qualification to do business in the Commonwealth, issued not more than thirty (30) days prior to the date of the funding of the Loan. (o) A Certificate of Good Standing issued as to 150 John Hancock by the Massachusetts Secretary of State, not ▇▇▇e ▇▇▇▇ LLP, addressing due authorization, execution ▇hirty (30) days prior to the date of the funding of the Loan. (p) A completed and enforceability executed Form 8038 or evidence of this Amendment, no conflicts filing thereof with any law the Secretary of Treasury. (q) A resolution or any evidence of other agreements, and such other matters relating official action taken by or on behalf of Issuer to this Amendment and authorize the transactions contemplated hereby as Agent may reasonably request; andhereby. 7.6 the fact (r) Evidence that the representations and warranties of Borrower and each Guarantor contained in Article 5 financing of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as Project has been approved by the "applicable elected representative" of the Closing Date Commonwealth after a public hearing held upon reasonable notice. (s) An opinion of counsel to Borrower, addressed to Lender and Issuer, substantially in the form attached hereto as Exhibit C. (t) An opinion of bond counsel, addressed to Lender and Issuer, substantially in the form attached hereto as Exhibit D. (u) Payment of Lender's fees, commissions and expenses to the extent required by Section 12.01 hereof. (v) Payment of Issuer's fees, commissions and expenses required by Section 4.03 hereof. (w) The Arbitrage Certificate, properly executed on behalf of Issuer. (x) As applicable, financing statements executed by Westerbeke, as debtor, and Lender, as secured party, and/or the original certificate of title or manufacturer's certificate of origin and title application if made any of the Mortgaged Property. (y) An environmental engineering report for the Premises prepared by an engineer engaged by Lender after consultation with Westerbeke and at Westerbeke's expense, and in a manner satisfactory to Lender, based upon an investigation relating to and making appropriate inquiries concerning the Premises and in compliance with the Environmental Phase I Requirements set forth in Exhibit G hereto. (z) A completed Environmental Questionnaire in the form provided by Lender executed on behalf of Westerbeke. (aa) An ALTA (or equivalent) mortgagee policy of title insurance in the maximum amount of the appraised value of the Premises and Improvements or as determined by Lender, with reinsurance and endorsements as Lender may require, containing no exceptions to title (printed or otherwise) which are unacceptable to Lender, and insuring that the Mortgage is a first-priority lien on the Premises and related collateral. Without limitation, such policy shall (i) be in the 1970 ALTA (as amended 84) form or, if not available, ALTA 1992 form (deleting arbitration and creditors' rights, if permissible) or, if not available, the form commonly used in the Commonwealth, insuring Lender and its successors and assigns; and (ii) include the following endorsements and/or affirmative coverages: (A) ALTA 9 Comprehensive, (B) Survey, (C) Usury, (D) Doing Business, (E) Access, (F) Environmental Protection Lien, (G) Subdivision (as applicable), (H) Contiguity (as applicable) and (I) an ALTA 3.1 Zoning Endorsement (with additional coverage for number and type of such date unless stated parking spaces). (bb) A zoning compliance letter from the applicable City Planner's, County Clerk's or Zoning Department's office. (cc) Certificates of insurance required hereunder, containing a lender's loss payable clause or endorsement in favor of Lender and the permanent loan insurance requirements set forth in Exhibit I hereto. (dd) An as built survey of the Project prepared in compliance with the requirements set forth in Exhibit F hereto. (ee) A copy of the final, permanent and unconditional Certificate of Occupancy for the Project. (ff) An engineer's "walk-through" inspection prepared by an engineer acceptable to relate to a specific earlier date (Lender at Westerbeke's expense stating that the Improvements were built in which case such representations conformance with approved plans and warranties specifications with no evident structural deficiencies and including the building's compliance with the Americans with Disabilities Act of 1990 and all regulations promulgated thereunder. Lender shall have been truethe right to require reasonable modifications to the plans and specifications and reasonable modification or repairs to the Improvements based upon the recommendations of the engineer. Neither Lender nor the engineer shall have any responsibility whatsoever to any person for design/structural failure or other architectural or engineering inadequacies. (gg) The Final Appraisal report of the real estate included in the Mortgaged Property addressed to Lender, correct in form and complete substance acceptable to Lender and prepared by an MAI certified appraiser acceptable to Lender in all material respects conformance with the guidelines and recommendations set forth in the Uniform Standards of Professional Appraisal Practice (USPAP) and the requirements of the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute. In addition to the foregoing requirements, whenever the income approach is utilized by the appraiser, the report shall include a direct capitalization analysis as well as a discounted cash flow analysis and a final estimate of value based on and as of such earlier date)the property's fee simple estate. (hh) Any other documents or items required by Lender or Issuer.

Conditions Precedent to Closing. The Closing Date and the initial disbursement of this Amendment is the Loans shall be subject to the following conditionsconditions precedent: 7.1 this Amendment (a) The Loan Documents shall have been appropriately completed, duly executed by the parties thereto, recorded where necessary and delivered to the Administrative Agent. (b) No Default or Event of Default shall have occurred and be continuing. (c) All representations and warranties contained herein shall be true and correct in all respects at the Closing Date. (d) All legal matters incident to the Loans shall be reasonably satisfactory to the Administrative Agent, and the Borrower agrees to execute and deliver to the Administrative Agent such additional documents and certificates relating to the Loans as the Administrative Agent reasonably may request. (e) Financing statements in form and substance satisfactory to the Administrative Agent shall have been properly filed in each office where necessary to perfect the security interest of the Administrative Agent, for the ratable benefit of the Lenders, in the Collateral, termination statements shall have been filed with respect to any other financing statements covering all or any portion of the Collateral, except with respect to financing statements perfecting Liens permitted by this Agreement, and all Taxes and fees with respect to such recording and filing shall have been paid by the Borrower. (f) The Borrower shall have delivered to the Administrative Agent (1) a certificate executed by the Required LendersSecretary of the Borrower certifying (A) copies of evidence of all company actions taken by the Borrower to authorize the execution and delivery of the Loan Documents, Agent(B) copies of the Organizational Documents of the Borrower, and (C) a certificate of incumbency for the Guarantors and Borrower; 7.2 officers of the Borrower shall be diligently pursuing executing the Bond ResolutionLoan Documents, pursuant (2) a good standing certificate, dated not more than 10 days prior to the terms set forth Closing Date, from the appropriate state official of any state in Schedule 2;which the Borrower is organized, and (3) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. 7.3 Borrower (g) The Administrative Agent shall have paid received financing statement, judgment and Tax lien searches reflecting that there are no Liens outstanding against the Collateral other than those created or permitted by this Agreement or the other Loan Documents. (h) The Administrative Agent shall have received evidence that the insurance on the Collateral required by this Agreement has been obtained and is in full force and effect. (i) The Administrative Agent shall have received evidence satisfactory to it that all fees governmental, equity holder and expenses to be paid by Borrower to Agent third party consents and the Lenders approvals necessary in connection with the Credit Agreement transactions contemplated hereunder have been obtained and this Amendment, all fees, expenses remain in effect. (j) The Borrower shall have executed and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of delivered each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, other Loan Document required hereunder and the remaining 60% of the Consent Fee Recapitalization Agreement. (k) The Administrative Agent shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions have received a written opinion of counsel to the Borrower in form and substance reasonably satisfactory to the Administrative Agent. (l) The Estimated Closing Adjusted Tangible Net Book Value shall be at least $0. (m) The Borrower shall have committed Warehouse Financing Agreements in form and substance satisfactory to the Lenders in its sole discretion. (n) The Borrower shall have entered into Settlement Agreements, as defined in the Recapitalization Agreement, and filed a joint motion for preliminary approval of the Settlement Agreements with the U.S. District Court for the Northern District of California. (o) The Borrower and GuarantorsFBR shall have executed the Mortgage Loan Indemnity Agreement, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution which agreement shall be in form and enforceability substance satisfactory to NLC Holding in its sole discretion. (p) The Borrower and the Administrative Agent shall have agreed to the appropriate level of this Amendment, no conflicts with any law or any other agreements, and such other matters relating balance sheet reserves to be set forth on Annex A. (q) The Borrower shall have delivered schedules to this Amendment Agreement, which schedules shall be in form and the transactions contemplated hereby as Agent may reasonably request; andsubstance satisfactory to NLC Holding in its sole discretion. 7.6 the fact (r) Buyer shall have received evidence to its satisfaction that the representations and warranties Escrow Fund formerly held by the Borrower has been deposited as security to satisfy Litigation claims of the Borrower and each Guarantor contained its Subsidiaries pursuant to the settlement agreements in Article 5 respect of the Credit Agreement and Class Action Lawsuits referred to in Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)6.16 hereof.

Conditions Precedent to Closing. The Section 15.01. (a) Purchaser's obligations to close title under this Agreement on the Closing Date of this Amendment is shall be subject to the following conditions: 7.1 this Amendment shall have been properly executed by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% satisfaction of the Consent Fee shall be due and payable following conditions precedent on or prior to the Closing Date, and the remaining 60% : (i) all of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the Seller's representations and warranties of Borrower and each Guarantor contained made in Article 5 of the Credit this Agreement and Section 8 of this Amendment shall be true, true and correct and complete in all material respects on as of the date hereof and as of the Closing Date as if made on and as of such date unless stated (except to relate to a specific earlier date (in which case the extent such representations and warranties speak as of an earlier date, they shall have been true, correct and complete be true in all material respects on and as of such earlier date); provided, however, that Purchaser shall be obligated to consummate the Closing without any adjustment in the Purchase Price if the aggregate amount of Losses resulting from any misrepresentation or untrue or inaccurate warranty made by Seller in this Agreement is equal to or less than $25,000.00 (the "Basket Amount"). If the aggregate amount Losses resulting from any misrepresentation or untrue or inaccurate warranty made by Seller in this Agreement exceeds the Basket Amount, Purchaser shall be entitled to recover such Losses in excess of the Basket Amount from Seller at Closing by means of an adjustment or credit to the Purchase Price, or after Closing, as applicable, in accordance with any Purchaser's Loss Notice delivered in accordance with Section 10.03 hereof; provided, however, that in no event shall Seller's liability hereunder, and Purchaser's credit on account thereof, exceed $250,000.00 (the "Maximum Credit Amount"). If the aggregate amount of any credits which Purchaser would otherwise be entitled to receive pursuant to this Section 15.01(a) exceeds the Maximum Credit Amount, then Purchaser shall have the right to terminate this Agreement and receive the return of the Downpayment (in which event neither party shall have any obligations or liabilities hereunder except those that expressly survive termination of this Agreement); provided, however, that Purchaser shall not be permitted to terminate this Agreement if Seller elects (it being acknowledged that Seller shall have the right but not the obligation to make such election) to grant a credit to Purchaser at Closing in the aggregate amount by which the Losses exceeds the Basket Amount. In the event that there is a dispute as to whether Purchaser has incurred any Loss or Losses as a result of any misrepresentation or untrue or inaccurate warranty made by Seller in this Agreement, then, unless the aggregate amount thereof exceeds the Maximum Credit Amount, the Closing shall occur without adjustment regarding same; provided, however, that a portion of the Purchase Price equal to the disputed amount (up to the Maximum Credit Amount) shall be held in escrow by the Escrow Agent pending resolution of the dispute. (ii) Seller shall have performed, in all material respects, all obligations and agreements undertaken by it herein to be performed on or prior to the Closing Date. (iii) Seller obtaining, at Seller's sole cost and expense, the Parking Variance.

Conditions Precedent to Closing. The Closing Date of this Amendment is subject to Unless waived by the Parties before or at Closing, the following conditionsshall be conditions precedent to Closing: 7.1 (i) Neither Party will be obligated to complete the transaction contemplated in this Amendment shall have been properly executed by the Required LendersAgreement unless, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on before the Closing Date, Buyer and the remaining 60% City of South Bend, acting by and through its Board ofPublic Works (the "BPW''), the owner ofthe Leighton Garage and the ▇▇▇▇▇ Street Garage, have agreed upon the form ofa written agreement to be delivered by Buyer and the BPW at Closing concerning ownership and maintenance of the Consent Fee shall be due fa9ade of the Leighton Garage, maintenance of the Leighton Garage structure, ownership and payable maintenance of the fa9ade of the ▇▇▇▇▇ Street Garage, maintenance ofthe ▇▇▇▇▇ Street Garage structure, use restrictions on the Fourth Amendment Effective Michigan Street Lots and the ▇▇▇▇▇ Street Lots, and other matters of mutual interest (the "Maintenance And Fa9ade Easement Agreement"). The Commission agrees to endorse and support ▇▇▇▇▇'s effort to reach such an agreement with the BPW. (ii) Neither Party will be obligated to complete the transaction contemplated in this Agreement unless, before the Closing Date; provided further, Buyer and the City of South Bend, acting by and through its Board ofPark Commissioners (the "BPC"), acting as the BPW's agent for management and operations of the parking facilities within the Leighton Garage under that certain Agency Agreement dated October 24, 2016, have agreed upon the form of a written agreement to be delivered by Buyer and the BPC at Closing concerning the provision ofno more than sixteen (16) parking spaces in the Leighton Garage for use by ▇▇▇▇▇'s tenants and Buyer's tenants' employees, and ofno more than three (3) parking spaces in the ▇▇▇▇▇ Street Garage for use by Buyer's tenants and Buyer's tenants' employees (the "Parking Agreement"). Such agreement will provide that the BPC's provision ofsaid parking spaces will be subject to the parking rules and rates established under Resolution No. 42-2016 ofthe BPW, as confirmed by Resolution No. 4603-16 ofthe South Bend Common Council, as such rules and rates may be amended from time to time by official action of the BPW and the South Bend Common Council pursuant to IC 36-9-11-7, as amended. The Commission agrees to endorse and support ▇▇▇▇▇'s effort to reach such an agreement with the BPC. Notwithstanding any provision of this Agreement to the contrary, in the event this transaction is not completed due to the failure of one or more of the foregoing conditions, Seller shall have no liability for any of Buyer's losses, damages, costs, or expenses of any kind, including attorney fees, incurred in connection with its proposed acquisition of the Property under this Agreement, provided, however, if that Seller will return the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing Money Deposit to Buyer in the event this transaction is not completed due authorization, execution and enforceability to the failure of this Amendment, no conflicts with any law one or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 more of the Credit Agreement foregoing conditions that is within Seller's responsibility and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)control.

Conditions Precedent to Closing. The (a) All of the obligations of TSCI under and pursuant to this Agreement are and shall be subject to the representations and warranties of PPI and the PPI Shareholders being true and correct in all material respects on the Closing Date except for such representation and warranties that are expressly given as of a specific date or as of the date hereof and the delivery to TSCI, prior to or on the Closing Date of this Amendment is subject to each of the following conditionsfollowing: 7.1 this Amendment shall have been properly executed (i) a certificate or certificates representing all of the PPI Shares in proper transferable form, endorsed in blank, with signatures guaranteed and with all necessary documentary transfer tax stamps affixed; (ii) a certificate signed by the Required LendersPresident and Secretary of PPI, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on dated the Closing Date, to effect that all of the representations and warranties of PPI set forth in Section 7 hereof, and elsewhere in this Agreement are true and correct in all material respects except for such representations and warranties that are expressly given as of a specific date or as of the date hereof; (iii) a certified copy of the resolution of PPI's Board of Directors authorizing the execution, delivery and performance of this Agreement; (iv) a certificate signed by PPI, dated the Closing Date, to the effect its representations and warranties of the PPI Shareholders set forth in Section 6 and elsewhere in the Agreement are, to the best of PPI's knowledge and belief, true and correct except for such representations and warranties that are expressly given as of a specific date or as of the date hereof; (v) the PPI Audited Financial Statements containing an opinion of Wiss & Company, LLP, PPI's independent certified public accountants, together with the PPI Unaudited Financial Statements (which shall contain no material change in the financial condition of PPI since the date of the last PPI 's Audited Financial Statement (March 31, 1998) other than expenditures authorized by this Agreement, and reviewed by such firm); (vi) a Certificate of Good Standing of PPI from the appropriate authority in the State of California dated within ten (10) days of the Closing Date; (vii) a certificate from the appropriate authority in the State of California dated within ten (10) days of the Closing Date evidencing payment by PPI of all outstanding taxes due to the State of California; (viii) an executed copy of the PPI Investment Letters from each holder of the PPI Shares; (ix) an opinion of corporate and securities counsel to PPI that the PPI Shares are duly and validly issued, fully paid and non-assessable; (x) a certificate of the President and Corporate Secretary of PPI certifying that, effective as of the Closing, all other covenants of PPI to be satisfied on or before the Closing, as contained in Section 10 above have been satisfied; (xi) duly executed copies of the PPI Employment Agreements; (xii) the repayment by PPI of any and all bridge loans theretofore made by TSCI; and (xiii) that each of the representations of the PPI Shareholders in Section 6 shall be true and correct at the Closing Date. (b) All of the obligations of PPI and the remaining 60% PPI Shareholders under and pursuant to this Agreement are and shall be subject to the representations and warranties of TSCI being true and correct at the Closing Date except for such representations and warranties that are expressly given as of a specific date or as of the Consent Fee shall be due date hereof and payable the fulfillment prior to or on the Fourth Amendment Effective Date; provided further, however, if Closing Date of each of the Fourth Amendment Effective Date does not occur following: (i) certificates for the TSCI Stock in such names and in such denominations as PPI shall have indicated to TSCI in writing at least ten days prior to the Effectiveness Termination Closing Date; (ii) a certificate signed by the President and Secretary of TSCI, dated the Closing Date, or such later date as may be agreed to by the Lenders, the remaining 60% effect that all of the Consent Fee shall no longer be due representations and payablewarranties of TSCI set forth in Section 8 hereof, and elsewhere in this Agreement are true and correct in all material respects except for such representations and warranties that are expressly given as of a specific date or as of the date hereof; 7.4 receipt (iii) a certified copy of the resolution of TSCI's Board of Directors authorizing the execution, delivery and performance of this Agreement; (iv) the TSCI Audited Financial Statements containing an opinion of Wiss & Company, LLP, TSCI's independent certified public accountants, together with the TSCI Unaudited Financial Statements (which shall contain no material change in the financial condition of TSCI since the date of the last TSCI's Audited Financial Statement (December 31, 1998) other than expenditures authorized by Agentthis Agreement, unless otherwise agreed and reviewed by such firm; (v) a Certificate of Good Standing of TSCI from the appropriate authority in the State of Delaware dated within ten (10) days of the Closing Date; (vi) a certificate from the appropriate authority in the State of Delaware dated within ten (10) days of the Closing Date evidencing payment by TSCI of all outstanding taxes due to the State of Delaware; (vii) an opinion of corporate and securities counsel to TSCI that the TSCI Shares are duly and validly issued, fully paid and non-assessable; and (viii) a certificate of the President and Corporate Secretary of TSCI certifying that, effective as of the Closing, all other covenants of TSCI to be satisfied on or before the Closing, as contained in Section 10 above have been satisfied; (ix) TSCI having a tangible net worth of no less than $975,000 GIVING PRO FORMA effect to the 1999 Financings, as evidenced by Agentan unaudited PRO FORMA balance sheet prepared by Wiss & Co., LLP; (x) Evidence, as of the Closing Date, of resolutions no less than $975,000 of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery available funds in TSCI's escrow account held by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably requestEsq.; and 7.6 the fact that the representations and warranties (xi) Evidence of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in TSCI having filed all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)required Periodic Reports.

Conditions Precedent to Closing. (a) The Closing Date of this Amendment is subject following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein (“Purchaser’s Conditions Precedent”): (i) Prior to the following conditions: 7.1 this Amendment expiration of the period commencing on the Effective Date and continuing for ninety (90) days thereafter (as such initial 90-day period may be extended by Purchaser as provided below, the “Lender’s Approval Period”), Purchaser shall have been properly executed obtained, on terms acceptable to Purchaser in its sole discretion, approval from the Assumed Loan Lender for the assumption of the Assumed Loan by the Required Lenders, AgentPurchaser, the Guarantors assignment of the Assumed Loan by Seller and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolutionrelease of Seller or any guarantor of the Assumed Loan affiliated with Seller from their respective obligations under the Assumed Loan Documents from and after the Closing, pursuant to the terms set forth in Schedule 2; 7.3 Borrower and shall have paid all fees and expenses delivered reasonably satisfactory written evidence of the same to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee Seller (the “Consent FeeAssumption Approval”). The “Assumption Approval” shall be deemed to include (1) equal the satisfactory completion by the Assumed Loan Lender of all diligence investigations, inspections and tests, and (2) the full negotiation and final approval of the Loan Assumption Documents (as defined below) by Purchaser, Seller and the Assumed Loan Lender. Purchaser shall have the one-time right to 50 basis points multiplied by each such extend the initial 90-day Lender’s Commitment; providedApproval Period for an additional period of up to ninety (90) days, however provided that only 40% (A) Purchaser delivers written notice to Seller of its election to so extend the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur initial 90-day Lender’s Approval Period five (5) business days prior to the Effectiveness Termination Dateexpiration of the initial 90-day Lender’s Approval Period (the “Extension Notice”), (B) simultaneously with Purchaser’s delivery of the Extension Notice, Purchaser shall deliver to Seller an additional Promissory Note in the form attached hereto as Exhibit E and in the face amount of one percent (1%) of the Purchase Price, or such later date as may One Hundred Twenty Eight Thousand Two Hundred Ten and No/100 Dollars ($128,210.00) (which, for purposes of this Agreement, shall be agreed deemed to by the Lenders, the remaining 60% constitute and be a part of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇“▇▇▇▇▇▇▇ & Money Note” and shall be held by Seller pursuant to the terms of Section 3 above), and (C) Assumed Loan Lender shall not have refused to grant the Assumption Approval at any time prior to Purchaser’s delivery of the Extension Notice. Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Assumption Approval, however, Purchaser shall be solely responsible to pay to Assumed Loan Lender any and all costs, fees and expenses required in connection with the Assumed Loan assignment, assumption and release (other than Seller’s legal fees to review the Loan Assumption Documents). Purchaser and Seller shall execute and deliver at Closing, a loan assumption agreement and any other documents required in connection with the assignment and assumption of the Assumed Loan and the release of Seller and any guarantor affiliated with Seller on the terms reflected in the Assumption Approval, in form and content reasonably satisfactory to Purchaser and Seller (the “Loan Assumption Documents”). In the event that Seller or Purchaser fails to execute and deliver the Loan Assumption Documents or the Assumed Loan Lender fails to approve the assignment, assumption and release as aforesaid, either Seller or Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ LLPMoney Note to Purchaser. Purchaser shall apply to Assumed Loan Lender for Assumption Approval within sixty (60) days after the Effective Date (the “Assumption Commencement”) and use good faith and diligent efforts to obtain such consent from the Assumed Loan Lender prior to the expiration of the Lender’s Approval Period; provided, addressing due authorizationhowever, execution so long as Purchaser complies with its obligations under this Section 8(a), in no event shall Purchaser have any liability for its failure to achieve such consent. (ii) Prior to the expiration of the Lender’s Approval Period, the OP Units to be issued to the Beneficial Owners pursuant to this Agreement, together with the OP Units to be issued by Purchaser to the beneficial interest holders of the seven other Delaware statutory trusts known as Mission ▇▇▇▇▇▇ Creek, DST, Mission Brentwood, DST, Mission ▇▇▇▇▇▇ Parkway, DST, Mission Capital Crossing, DST, Mission Mayflower Downs, DST, Mission ▇▇▇▇▇▇▇ ▇▇▇▇, DST, and enforceability Mission Tanglewood, DST (collectively, the “Other DSTs”) in accordance with the seven purchase and sale agreements of this Amendmentcontemporaneous date herewith between Purchaser and the Other DSTs shall have been duly registered (collectively, the “Registrations”) pursuant to an effective registration statement with the U.S. Securities and Exchange Commission (“SEC”) and in each state or provincial jurisdiction where registration is required in accordance with all applicable federal, state and provincial laws, rules and regulations (each, a “Registration Statement” and collectively, the “Registration Statements”). Purchaser agrees to use good faith and diligent efforts to prepare and file the Registration Statements and to cause the Registration Statements to be declared effective in each jurisdiction where required, and shall commence the process of obtaining the Registrations within the Assumption Commencement. Seller agrees to provide Purchaser and its auditor with reasonable assistance and cooperation, at no conflicts cost or expense to Seller, in preparing the Registration Statements, including, without limitation, by providing Seller with access to any law or any other agreementsaudited and unaudited financial statements previously prepared by Seller and its auditors, bank statements, general ledgers, accountant’s work papers, property records, and such other matters relating to this Amendment books and the transactions contemplated hereby records as Agent Purchaser may reasonably request; , and by providing an assurance or representation letter on Purchaser’s auditor’s form and a response to the Audit Inquiry Letter (as defined below) from Seller’s counsel on such counsel’s standard form of response to an audit inquiry letter, all in order to prepare such Registration Statements (provided that in no event shall Seller or any affiliate of Seller have any liability to Purchaser or its auditor for the assurances or representations made therein). In the event that the Purchaser’s Condition Precedent contained in this Section 8(a)(ii) is not satisfied prior to the expiration of the Lender’s Approval Period, Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ Money Note to Purchaser. In the event that (a) the OP Units are duly registered pursuant to a Registration Statement that has been declared effective by the SEC and by each other jurisdiction where each of the Beneficial Owners reside, but the Registration Statement is not yet effective in certain other jurisdictions where each of the beneficial owners of the Other DSTs reside, and (b) Purchaser has received comments and feedback on the Registration Statements from each jurisdiction such that Purchaser reasonably determines that material changes will be required to the disclosure statement contained in the Registration Statement before it will become effective in those remaining jurisdictions in accordance with the laws, rules and regulations of each such jurisdiction, then Purchaser may elect to defer Closing on the Property under this Agreement until such time as the Registration Statements become effective in such other jurisdictions or the Purchaser believes no further material changes will be required to the disclosure statement contained in the Registration Statements. For the avoidance of doubt, Seller and Purchaser intend to proceed to Closing as soon as reasonably practicable, and Purchaser will only defer Closing to the extent it has a reasonable belief that material changes to the disclosure statement contained in the Registration Statements will be required. Purchaser will provide regular status updates to Seller with respect the effectiveness of the Registration Statements in each jurisdiction, and, to the extent Purchaser believes a material change to the disclosure statement contained in the Registration Statements will be required, Purchaser will share any correspondence received from any jurisdiction on the issue and will discuss the issue with Seller and explain the basis of Purchaser’s belief that such a material change will be required. Notwithstanding the foregoing, Seller understands and acknowledges that any determination regarding the materiality of any change in or issue relating to the Registration Statement shall be made by Purchaser. 7.6 (iii) Immediately following the fact time that the Registration Statement filed with the SEC and each applicable state or other jurisdiction is declared effective, Seller shall have confirmed to Purchaser its acceptance of the Net Purchase Price in the form OP Units, which acceptance shall be in Seller’s sole discretion. (iv) Title shall have been approved by Purchaser under Section 4 with Title Insurer standing ready to issue an owner’s policy of title insurance (and an endorsement to the existing mortgagee’s title insurance policy in the form required by the Assumed Loan Lender) in the form customarily delivered in the State insuring Purchaser’s interest in the Real Property, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Encumbrances and the encumbrances related to the Assumed Loan, together with such endorsements as Purchaser reasonably may require and as are available in the State in which the Real Property is located (the “Title Policy”). (v) Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) in the form attached hereto as Exhibit M updating the representations and warranties of Borrower Seller through Closing, which Certificate Seller covenants to deliver unless material new matters or knowledge of a material defect arises, in which case Seller shall deliver a Certificate stating such matter. Purchaser may then (i) waive such matter and each Guarantor consummate the transaction contemplated hereby or (ii) terminate this Agreement, in which case neither party shall have any further obligations or liabilities hereunder and any documents shall be returned to the party depositing the same and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser. (vi) There shall be no Hazardous Materials at the Property that were not shown in the Phase I or Phase II (if applicable). In the event that any Purchaser’s Conditions Precedent is not satisfied, Purchaser shall give written notice thereof to the Seller, and unless Purchaser waives such Purchaser’s Conditions Precedent, this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Article 5 of Section 7, and the Credit Agreement and Section 8 of this Amendment ▇▇▇▇▇▇▇ Money Note shall be truereturned to Purchaser. (b) As a condition precedent to Seller’s obligations to consummate the purchase and sale transaction contemplated herein (“Seller’s Conditions Precedent”), correct and complete (i) Purchaser shall have duly performed in all material respects on each and every covenant and agreement to be performed by Purchaser pursuant to this Agreement, (ii) Purchaser’s representations, warranties and covenants shall be true and correct in all material respects as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date Date, (in which case such representations and warranties iii) Assumed Loan Lender shall have been truegranted the Assumption Approval pursuant to the terms of Section 8(a)(i) above, correct and complete (iv) Purchaser shall have obtained the Registrations pursuant to the terms of Section 8(a)(ii) above. In the event that any Seller’s Conditions Precedent are not satisfied, Seller shall give written notice thereof to the Purchaser, and unless Seller waives such Seller’s Conditions Precedent, this Agreement shall terminate and both Purchaser and Seller shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in all material respects on and as of such earlier date)Section 7.

Conditions Precedent to Closing. The Closing Date obligations of this Amendment is the Lenders to undertake the Commitments and continue to fund any outstanding "Loans" or existing "Letters of Credit" (each as defined under the Amended Credit Agreement) under the Amended Credit Agreement, and to make Advances of any Revolving Loans hereunder and the obligation of the Issuing Banks to issue any Letters of Credit hereunder, are subject to the prior fulfillment of each of the following conditions: 7.1 this Amendment (a) The Administrative Agent or the Lenders, as appropriate, shall have been properly received each of the following, in form and substance satisfactory to the Administrative Agent and the Lenders: (i) This duly executed Agreement; (ii) A duly executed Tranche A Term Loan Note to the order of each Lender in the amount of such Lender's pro rata share of the Tranche A Term Loan Commitment, and a duly executed Tranche B Term Loan Note to the order of each Lender in the amount of such Lender's pro rata share of the Tranche B Term Loan Commitment; (iii) A duly executed Tranche A Revolving Loan Note to the order of each Tranche A Revolving Lender in the amount of such Tranche A Revolving Lender's pro rata share of the Tranche A Revolving Loan Commitment, and a duly executed Tranche B Revolving Loan Note to the order of each Tranche B Revolving Lender in the amount of such Tranche B Revolving Lender's pro rata share of the Tranche B Revolving Loan Commitment; (iv) The Security Agreement duly executed by each of the Borrowers; (v) The Trademark Security Agreement duly executed by each of the Borrowers and each of the Subsidiaries of the Borrowers which own trademarks; (vi) The Pledge Agreements duly executed by the Required Lenderspledgors party thereto, Agenttogether with original stock certificates, the Guarantors warrants, limited liability company interest certificates or limited partnership interest certificates and Borrowerappropriate transfer powers executed in blank with respect to all collateral pledged thereunder; 7.2 Borrower shall be diligently pursuing (vii) The Subsidiary Security Agreement duly executed by all direct and indirect Subsidiaries of the Bond ResolutionBorrowers (other than foreign Subsidiaries); (viii) The Subsidiary Guaranty duly executed by all direct and indirect Subsidiaries of the Borrowers (other than foreign Subsidiaries); (ix) The ▇▇▇▇▇▇▇▇ Guaranty duly executed by ▇▇▇▇▇▇▇▇; (x) The legal opinions of ▇▇▇▇▇▇ & Bird LLP, pursuant counsel to the terms set forth Guarantors, Bull Run, Capital and Datasouth, with respect to this Agreement in Schedule 2; 7.3 Borrower shall have paid all fees form and expenses substance satisfactory to be paid by Borrower to the Administrative Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counselan opinion as to Section 3.1(d) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Datehereof, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of legal opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Shohl LLP, addressing due authorizationcounsel to Host, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating respect to this Amendment Agreement in form and substance satisfactory to the Administrative Agent; (xi) A loan certificate as to each Borrower signed by an Authorized Signatory of such Borrower in substantially the form of Exhibit U attached hereto, including a certificate of incumbency with respect to each Authorized Signatory of such Borrower, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the Certificate or Articles of Incorporation, certified to be true, complete and correct by the Secretary of State for the jurisdiction of such Borrower's incorporation, (B) a true, complete and correct copy of the By-Laws of such Borrower, (C) a true, complete and correct copy of the resolutions of such Borrower authorizing the borrowing hereunder and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations execution, delivery and warranties of performance by such Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 Loan Documents, (D) certificates of this Amendment shall be good standing from each jurisdiction in which such Borrower is qualified to do business, (E) true, correct and complete in all material respects on and as copies of the Closing Date as if made on and as any employment agreements of such date unless stated to relate to a specific earlier date Borrower, and (in which case such representations and warranties shall have been F) true, correct and complete copies of any shareholder or voting trust agreements with respect to such Borrower; (xii) A loan certificate as to each direct or indirect Subsidiary of any Borrower (other than foreign Subsidiaries) signed by an Authorized Signatory of such Subsidiary in substantially the form of Exhibit V attached hereto, including a certificate of incumbency with respect to each Authorized Signatory of such Subsidiary, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the Certificate or Articles of Incorporation or other organizational document certified to be true, complete and correct by the Secretary of State for the jurisdiction of such Subsidiary's organization, (B) a true, complete and correct copy of the By-Laws, Partnership Agreement or Limited Liability Company Agreement of such Subsidiary, (C) a true, complete and correct copy of the resolutions of such Subsidiary authorizing the execution, delivery and performance by such Subsidiary of the Loan Documents to which it is a party, (D) certificates of good standing from each jurisdiction in which such Subsidiary is qualified to do business, and (E) true, correct and complete copies of any shareholder or voting trust agreements with respect to such Subsidiary; and (xiii) A loan certificate of the Parent signed by an Authorized Signatory of the Parent in substantially the form of Exhibit W attached hereto, including a certificate of incumbency with respect to each Authorized Signatory of the Parent, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the Amended Articles of Incorporation of the Parent certified to be true, complete and correct by the Secretary of State of Georgia, (B) a true, complete and correct copy of the By-Laws of the Parent, (C) a true, complete and correct copy of the resolutions of the Parent authorizing the execution, delivery and performance by the Parent of the Loan Documents, and (D) certificates of good standing from each jurisdiction in which the Parent is qualified to do business; (xiv) A Solvency Certificate of the Borrowers on a consolidated basis with each of their Subsidiaries executed by the Chief Financial Officer of the Parent and Host, regarding the solvency and financial condition of the Borrowers and their Subsidiaries, the accuracy of all internally prepared financial statements and business plans, and the financial projections and underlying assumptions contained in such solvency analyses, in form and substance satisfactory to the Administrative Agent, together with copies of financial projections through August 31, 2005; (xv) Copies of certificates of insurance and the related insurance policies with respect to the Borrowers and meeting the requirements of Section 5.5 hereof; (xvi) Since August 31, 2003, (i) no change in the business, assets, management, operations, financial condition, projections, or prospects of the Borrowers or any of their Subsidiaries or Affiliates, or in the Collateral, shall have occurred, which change, in the judgment of the Administrative Agent and the Lenders, may have a Materially Adverse Effect, (ii) there shall have been no material increase in the liabilities (absolute or contingent) of the Borrowers or any of their Subsidiaries or Affiliates, whether or not disclosed or required to be reserved against on any pro forma balance sheet, and (iii) there shall have been no material decrease in the assets of the Borrowers or their Subsidiaries or Affiliates, nor shall any of the Borrowers have made any distributions (other than to any other Borrower), either by dividends or otherwise, other than in the ordinary course of business; (xvii) Payment of all fees and expenses payable to the Administrative Agent, the affiliates of the Administrative Agent, the Issuing Banks and the Lenders in connection with the execution and delivery of this Agreement, including, without limitation, fees and expenses of counsel to the Administrative Agent, any appraisal and audit related fees and expenses; and (xviii) Copies of the draft annual audited financial statements of the Parent and its Subsidiaries for the fiscal year ended August 31, 2004. (b) The Administrative Agent and the Lenders shall be satisfied that the Loans and the use of proceeds thereof, comply in all material respects with Regulations T, U and X of the Board. (c) The Administrative Agent and the Lenders shall have received evidence satisfactory to each of them that all Necessary Authorizations are in full force and effect and are not subject to any pending or threatened reversal or cancellation, and that no Default or Event of Default exists, after giving effect to the initial Advance, hereunder, and the Administrative Agent and the Lenders shall have received a certificate of an Authorized Signatory so stating. (d) The Administrative Agent shall have received satisfactory evidence that, after the Advances contemplated to be made on the Agreement Date, the Borrowers and as the Lenders shall be in full compliance with Regulations T, U and X of such earlier date)the Board, including evidence that the sum of the aggregate principal amount of the outstanding Loans plus the Letter of Credit Obligations will not exceed an amount equal to the sum of (a) 100% of the current fair market value of all Collateral (other than Collateral constituting Margin Stock) plus (b) 50% of the current market value of all Collateral constituting Margin Stock.

Conditions Precedent to Closing. (a) The Closing Date of this Amendment is subject following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein (“Purchaser’s Conditions Precedent”): (i) Prior to the following conditions: 7.1 this Amendment expiration of the period commencing on the Effective Date and continuing for ninety (90) days thereafter (as such initial 90-day period may be extended by Purchaser as provided below, the “Lender’s Approval Period”), Purchaser shall have been properly executed obtained, on terms acceptable to Purchaser in its sole discretion, approval from the Assumed Loan Lender for the assumption of the Assumed Loan by the Required Lenders, AgentPurchaser, the Guarantors assignment of the Assumed Loan by Seller and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolutionrelease of Seller or any guarantor of the Assumed Loan affiliated with Seller from their respective obligations under the Assumed Loan Documents from and after the Closing, pursuant to the terms set forth in Schedule 2; 7.3 Borrower and shall have paid all fees and expenses delivered reasonably satisfactory written evidence of the same to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee Seller (the “Consent FeeAssumption Approval”). The “Assumption Approval” shall be deemed to include (1) equal the satisfactory completion by the Assumed Loan Lender of all diligence investigations, inspections and tests, and (2) the full negotiation and final approval of the Loan Assumption Documents (as defined below) by Purchaser, Seller and the Assumed Loan Lender. Purchaser shall have the one-time right to 50 basis points multiplied by each such extend the initial 90-day Lender’s Commitment; providedApproval Period for an additional period of up to ninety (90) days, however provided that only 40% (A) Purchaser delivers written notice to Seller of its election to so extend the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur initial 90-day Lender’s Approval Period five (5) business days prior to the Effectiveness Termination Dateexpiration of the initial 90-day Lender’s Approval Period (the “Extension Notice”), (B) simultaneously with Purchaser’s delivery of the Extension Notice, Purchaser shall deliver to Seller an additional Promissory Note in the form attached hereto as Exhibit E and in the face amount of one percent (1%) of the Purchase Price, or such later date as may Ninety Seven Thousand Three Hundred Thirty and No/100 Dollars ($97,330.00) (which, for purposes of this Agreement, shall be agreed deemed to by the Lenders, the remaining 60% constitute and be a part of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇“▇▇▇▇▇▇▇ & Money Note” and shall be held by Seller pursuant to the terms of Section 3 above), and (C) Assumed Loan Lender shall not have refused to grant the Assumption Approval at any time prior to Purchaser’s delivery of the Extension Notice. Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Assumption Approval, however, Purchaser shall be solely responsible to pay to Assumed Loan Lender any and all costs, fees and expenses required in connection with the Assumed Loan assignment, assumption and release (other than Seller’s legal fees to review the Loan Assumption Documents). Purchaser and Seller shall execute and deliver at Closing, a loan assumption agreement and any other documents required in connection with the assignment and assumption of the Assumed Loan and the release of Seller and any guarantor affiliated with Seller on the terms reflected in the Assumption Approval, in form and content reasonably satisfactory to Purchaser and Seller (the “Loan Assumption Documents”). In the event that Seller or Purchaser fails to execute and deliver the Loan Assumption Documents or the Assumed Loan Lender fails to approve the assignment, assumption and release as aforesaid, either Seller or Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ LLPMoney Note to Purchaser. Purchaser shall apply to Assumed Loan Lender for Assumption Approval within sixty (60) days after the Effective Date (the “Assumption Commencement”) and use good faith and diligent efforts to obtain such consent from the Assumed Loan Lender prior to the expiration of the Lender’s Approval Period; provided, addressing due authorizationhowever, execution so long as Purchaser complies with its obligations under this Section 8(a), in no event shall Purchaser have any liability for its failure to achieve such consent. (ii) Prior to the expiration of the Lender’s Approval Period, the OP Units to be issued to the Beneficial Owners pursuant to this Agreement, together with the OP Units to be issued by Purchaser to the beneficial interest holders of the seven other Delaware statutory trusts known as Mission ▇▇▇▇▇▇ Creek, DST, Mission Battleground Park, DST, Mission ▇▇▇▇▇▇ Parkway, DST, Mission Capital Crossing, DST, Mission Mayflower Downs, DST, Mission Brentwood, DST, and enforceability Mission Tanglewood, DST (collectively, the “Other DSTs”) in accordance with the seven purchase and sale agreements of this Amendmentcontemporaneous date herewith between Purchaser and the Other DSTs shall have been duly registered (collectively, the “Registrations”) pursuant to an effective registration statement with the U.S. Securities and Exchange Commission (“SEC”) and in each state or provincial jurisdiction where registration is required in accordance with all applicable federal, state and provincial laws, rules and regulations (each, a “Registration Statement” and collectively, the “Registration Statements”). Purchaser agrees to use good faith and diligent efforts to prepare and file the Registration Statements and to cause the Registration Statements to be declared effective in each jurisdiction where required, and shall commence the process of obtaining the Registrations within the Assumption Commencement. Seller agrees to provide Purchaser and its auditor with reasonable assistance and cooperation, at no conflicts cost or expense to Seller, in preparing the Registration Statements, including, without limitation, by providing Seller with access to any law or any other agreementsaudited and unaudited financial statements previously prepared by Seller and its auditors, bank statements, general ledgers, accountant’s work papers, property records, and such other matters relating to this Amendment books and the transactions contemplated hereby records as Agent Purchaser may reasonably request; , and by providing an assurance or representation letter on Purchaser’s auditor’s form and a response to the Audit Inquiry Letter (as defined below) from Seller’s counsel on such counsel’s standard form of response to an audit inquiry letter, all in order to prepare such Registration Statements (provided that in no event shall Seller or any affiliate of Seller have any liability to Purchaser or its auditor for the assurances or representations made therein). In the event that the Purchaser’s Condition Precedent contained in this Section 8(a)(ii) is not satisfied prior to the expiration of the Lender’s Approval Period, Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ Money Note to Purchaser. In the event that (a) the OP Units are duly registered pursuant to a Registration Statement that has been declared effective by the SEC and by each other jurisdiction where each of the Beneficial Owners reside, but the Registration Statement is not yet effective in certain other jurisdictions where each of the beneficial owners of the Other DSTs reside, and (b) Purchaser has received comments and feedback on the Registration Statements from each jurisdiction such that Purchaser reasonably determines that material changes will be required to the disclosure statement contained in the Registration Statement before it will become effective in those remaining jurisdictions in accordance with the laws, rules and regulations of each such jurisdiction, then Purchaser may elect to defer Closing on the Property under this Agreement until such time as the Registration Statements become effective in such other jurisdictions or the Purchaser believes no further material changes will be required to the disclosure statement contained in the Registration Statements. For the avoidance of doubt, Seller and Purchaser intend to proceed to Closing as soon as reasonably practicable, and Purchaser will only defer Closing to the extent it has a reasonable belief that material changes to the disclosure statement contained in the Registration Statements will be required. Purchaser will provide regular status updates to Seller with respect the effectiveness of the Registration Statements in each jurisdiction, and, to the extent Purchaser believes a material change to the disclosure statement contained in the Registration Statements will be required, Purchaser will share any correspondence received from any jurisdiction on the issue and will discuss the issue with Seller and explain the basis of Purchaser’s belief that such a material change will be required. Notwithstanding the foregoing, Seller understands and acknowledges that any determination regarding the materiality of any change in or issue relating to the Registration Statement shall be made by Purchaser. 7.6 (iii) Immediately following the fact time that the Registration Statement filed with the SEC and each applicable state or other jurisdiction is declared effective, Seller shall have confirmed to Purchaser its acceptance of the Net Purchase Price in the form OP Units, which acceptance shall be in Seller’s sole discretion. (iv) Title shall have been approved by Purchaser under Section 4 with Title Insurer standing ready to issue an owner’s policy of title insurance (and an endorsement to the existing mortgagee’s title insurance policy in the form required by the Assumed Loan Lender) in the form customarily delivered in the State insuring Purchaser’s interest in the Real Property, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Encumbrances and the encumbrances related to the Assumed Loan, together with such endorsements as Purchaser reasonably may require and as are available in the State in which the Real Property is located (the “Title Policy”). (v) Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) in the form attached hereto as Exhibit M updating the representations and warranties of Borrower Seller through Closing, which Certificate Seller covenants to deliver unless material new matters or knowledge of a material defect arises, in which case Seller shall deliver a Certificate stating such matter. Purchaser may then (i) waive such matter and each Guarantor consummate the transaction contemplated hereby or (ii) terminate this Agreement, in which case neither party shall have any further obligations or liabilities hereunder and any documents shall be returned to the party depositing the same and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser. (vi) There shall be no Hazardous Materials at the Property that were not shown in the Phase I or Phase II (if applicable). In the event that any Purchaser’s Conditions Precedent is not satisfied, Purchaser shall give written notice thereof to the Seller, and unless Purchaser waives such Purchaser’s Conditions Precedent, this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Article 5 of Section 7, and the Credit Agreement and Section 8 of this Amendment ▇▇▇▇▇▇▇ Money Note shall be truereturned to Purchaser. (b) As a condition precedent to Seller’s obligations to consummate the purchase and sale transaction contemplated herein (“Seller’s Conditions Precedent”), correct and complete (i) Purchaser shall have duly performed in all material respects on each and every covenant and agreement to be performed by Purchaser pursuant to this Agreement, (ii) Purchaser’s representations, warranties and covenants shall be true and correct in all material respects as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date Date, (in which case such representations and warranties iii) Assumed Loan Lender shall have been truegranted the Assumption Approval pursuant to the terms of Section 8(a)(i) above, correct and complete (iv) Purchaser shall have obtained the Registrations pursuant to the terms of Section 8(a)(ii) above. In the event that any Seller’s Conditions Precedent are not satisfied, Seller shall give written notice thereof to the Purchaser, and unless Seller waives such Seller’s Conditions Precedent, this Agreement shall terminate and both Purchaser and Seller shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in all material respects on and as of such earlier date)Section 7.

Conditions Precedent to Closing. The Closing Date (a) Buyer’s obligation to purchase the Premises is contingent upon each of this Amendment is subject the following conditions precedent being satisfied or waived in writing by Buyer: (i) Title to the following conditions: 7.1 this Amendment Premises shall have been properly executed by the Required Lenders, Agent, the Guarantors be free and Borrowerclear of all encumbrances or defects other than Permitted Encumbrances; 7.2 Borrower shall be diligently pursuing (ii) Buyer’s ability to obtain an owner’s title insurance policy in the Bond Resolution, pursuant to full amount of the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including Purchase Price from a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee title insurance company (the “Consent FeeTitle Company”) equal to 50 basis points multiplied by each such Lenderof Buyer’s Commitment; providedchoice, however that only 40% of at standard rates, insuring Buyer’s title and interest in the Consent Fee shall be due and payable on the Closing Date, Real Property and the remaining 60% Building, free and clear of all liens, encumbrances and exceptions except the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payablePermitted Encumbrances; 7.4 receipt by Agent, unless otherwise agreed to by Agent, (iii) All of resolutions of BorrowerSeller’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower are true and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated the Closing Date; (iv) Seller has performed all of its covenants, agreements and obligations under this Agreement; (v) Seller shall have delivered all documentation it is required to relate deliver pursuant to a specific earlier date the provisions of Section 10(a), below; and (in which case such representations and warranties vi) There shall have been trueno fire or casualty affecting the Premises which would enable Buyer to cancel this Agreement in accordance with the terms hereof. If Seller is unable to satisfy all of the foregoing conditions precedent, Buyer may waive one or more conditions precedent or terminate this Agreement, in either event by written notice to Seller within ten (10) business days of the discovery Seller’s inability to satisfy the subject condition. If Buyer elects to terminate this Agreement pursuant to this Paragraph 6, Buyer shall be entitled to a return of the Deposit by Escrow Agent whereupon all rights and liabilities of the parties hereto by reason of this Agreement (except those obligations and liabilities specifically set forth herein to survive termination) shall be deemed at an end, except that nothing herein contained shall relieve Seller from liability hereunder for breaches of any conditions which also constitute covenants. (b) The obligation of Seller to sell the Premises and close the transactions contemplated by this Agreement shall be subject to timely satisfaction or waiver of the following conditions precedent: (i) Each representation and warranty of Buyer contained herein shall be true and correct and complete in all material respects as if made on and as of such earlier datethe Closing Date. (ii) Buyer shall have timely delivered to Escrow Agent the balance of the Purchase Price, subject to adjustments and prorations pursuant to Section 5 above and all other closing deliveries required under Section 10(b). (iii) Buyer shall not then be in default of any covenant or agreement to be performed by Buyer under this Agreement. Seller may waive any of the conditions set forth in this Section 6(b) and proceed to the Closing. If the conditions set forth in this Section 6(b) are not satisfied by Buyer, or waived by Seller, then this Agreement shall terminate, the Deposit, together with all interest accrued thereon shall be paid to Seller, and the parties shall have no further obligations to each other except for such provisions that specifically survive the termination of this Agreement.

Conditions Precedent to Closing. The Closing Date of 6.1 In addition to any other conditions to Purchaser’s obligation to close set forth in this Amendment Agreement, Purchaser’s obligation to close hereunder is subject to each and all of the following conditionsconditions precedent: 7.1 this Amendment shall have been properly executed by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneysA. All of Sellers’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit this Agreement and Section 8 of this Amendment shall be true, true and correct and complete in all material respects on when made and also as of the Closing Date as if made when remade. B. All documents, instruments and assurances required hereunder to be delivered to Purchaser shall have been duly delivered to Purchaser. C. All material covenants and agreements of Sellers under this Agreement shall have been duly performed and satisfied. D. At Closing, Escrowee will be committed to deliver to Purchaser one or more ALTA owner’s title insurance policies (each, a “Title Policy” and collectively, the “Title Policies”) insuring title to each Property subject only to the Permitted Exceptions, in an amount not less than the portion of the Purchase Price allocated to such Property on Schedule I, provided that (i) in advance of Closing, Purchaser shall have taken all necessary and as customary actions to arrange for or allow issuance of such date unless stated Title Policies by Escrowee, and (ii) all necessary premiums or other charges required for the issuance of such Title Policies are paid pursuant to relate Paragraph 12.1. In the event this Agreement is terminated pursuant to a specific earlier date Paragraph 7.3, Purchaser and Seller shall each bear one half (1/2) the cost of any cancellation fees charged by Escrowee in which case such connection with the issuance of commitments for the Title Policies. The immediately preceding sentence shall survive the termination of this Agreement. 6.2 In addition to any other conditions to Sellers’ obligation to close set forth in this Agreement, Sellers’ obligation to close hereunder is subject to each and all of the following conditions precedent: A. All of Purchaser’s representations and warranties contained in this Agreement shall have been true, be true and correct and complete in all material respects on when made and also as of such earlier date)the Closing Date when remade. B. All documents, instruments and assurances required hereunder to be delivered to Sellers shall have been duly delivered to Sellers. C. All material covenants and agreements of Purchaser under this Agreement shall have been duly performed and satisfied.

Conditions Precedent to Closing. The (a) Buyer's obligations under this Agreement are expressly conditioned upon completion or satisfaction of the following matters on or prior to the Closing Date: (i) Seller shall have deposited with the Escrow Agent all documents required of Seller to be delivered into Escrow hereunder; (ii) Seller shall not be in material default of its obligations hereunder; provided that Buyer shall have provided notice to Seller of such default and Seller shall have the right to cure such default and, unless Buyer waives any such default, Seller, at its option, shall be entitled to a reasonable adjournment of the Closing (not to exceed five (5) days from the later of the originally scheduled Closing Date or Seller's receipt of this Amendment is notice from Buyer of the default) in which to effect such cure, subject to the following conditions: 7.1 this Amendment shall have been properly executed by the Required Lenders, Agent, the Guarantors and Borrowerprovisions of SECTION 4(G) above; 7.2 Borrower (iii) The representations and warranties of Seller contained in SECTION 8(A) of this Agreement shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth true and correct in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs material respects as of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee subject to SECTION 8(E) above; (iv) The Title Company shall be due prepared to issue to Buyer an ALTA Owner's Title Insurance Policy, with such endorsements as Buyer has specified and payable on which the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur Title Company has included in its commitment issued prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% expiration of the Consent Fee Due Diligence Period, and with liability equal to the total purchase price for the Property, insuring Buyer that fee title to the Property is vested in Buyer subject only to the Conditions of Title; and (v) The Tenant Estoppel Condition shall no longer have been satisfied. (b) Seller's obligations to perform hereunder are expressly contingent and conditional upon the satisfaction of the following: (i) Buyer shall have deposited or have caused to be due deposited with the Escrow Agent all documents and payablefunds required of Buyer to be deposited into Escrow or paid hereunder; 7.4 receipt by Agent(ii) Buyer shall not be in material default of its obligations hereunder; provided that Seller shall have provided notice to Buyer of such default and Buyer shall have the right to cure such default and, unless otherwise agreed Seller waives any such default, Buyer, at its option, shall be entitled to by Agent, a reasonable adjournment of resolutions the Closing (not to exceed five (5) days from the later of Borrower’s the originally scheduled Closing Date or Buyer's receipt of notice from Seller of the default) in which to effect such cure; (iii) The representations and each Guarantor’s board warranties of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement Buyer contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, in SECTION 8(B) of this AmendmentAgreement shall be true and correct in all material respects as of the Closing Date; and (iv) Buyer or its assignee shall have executed a management and exclusive leasing agreement with Lawler-Wood, the Credit Agreement and the other Loan Documents and certificates related LLC in a form substantially identical to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby hed hereto as Agent may reasonably request; andSCHEDULE 9(B)(IV). 7.6 the fact (c) The parties acknowledge that the representations conditions precedent set forth in SUBSECTION (A) above are for the benefit of Buyer and warranties that the conditions precedent set forth in SUBSECTION (B) above are for the benefit of Borrower and each Guarantor contained in Article 5 Seller. Unless otherwise specifically set forth herein, the date by which the conditions precedent must be satisfied shall be the Closing Date. If any of the Credit conditions precedent set forth in SUBSECTION (A) or SUBSECTION (B) above are not satisfied on or before the date by which they are required to be satisfied, the party for whose benefit the condition precedent exists shall have the right to terminate this Agreement and Section 8 by written notice of this Amendment shall be true, correct and complete in all material respects termination given to the other party on and as of or before the Closing Date or, if earlier, within ten (10) days after the date by which the condition must be satisfied. If such notice of termination is given, Escrow Agent shall return all documents and funds previously deposited into escrow to the party so depositing same, except if the events described in SUBSECTIONS 9(B)(I) THROUGH (IV) are not satisfied, the Deposit shall be transferred to Seller and neither party shall have any further liability to the other hereunder, except as if made on and as of such date unless stated otherwise provided herein. Notwithstanding the foregoing, a party for whose benefit the condition precedent exists shall have the right to relate to a specific earlier date (waive satisfaction thereof, in which case such representations and warranties event this Agreement shall have been trueproceed to Closing as otherwise provided herein. Unless notice of failure to satisfy conditions precedent is given as above provided, correct and complete in all material respects on and as of such earlier date)conditions precedent shall be deemed satisfied.

Conditions Precedent to Closing. The Closing Date effectiveness of this Amendment is Agreement and obligations of the Agent to execute this Agreement are subject to the following conditionscondition precedent that the Agent shall have received the following, in form and substance satisfactory to the Agent: 7.1 this Amendment shall have been properly (a) This Agreement, duly executed by the Required Lenders, AgentBorrower, the Guarantors Agent and each of the Banks; (b) The Note, duly executed by the Borrower; 7.2 (c) The Deed of Trust and an Assignment of Rents and Leases, fully executed and acknowledged, to secure the Loan encumbering, on a first lien basis, the fee interest of the Borrower in the Real Property and the fixtures, leases and rents thereon described in Schedule 3.01(c), together with an Environmental Indemnity Agreement, fully executed by the Borrower with respect to the Real Property; (d) A Security Agreement duly executed by the Borrower and in a form as provided by the Agent by which security agreement the Agent is granted a security interest by the Borrower in the Collateral, on, subject to Section 8.14 hereof, a first lien basis; (e) Financing Statements in form and content satisfactory to the Agent and in proper form under the UCC as may be necessary or, in the opinion of the Agent, desirable to perfect the first lien priority security interests created by the Security Agreement; (f) Copies of UCC, tax and judgment lien search reports listing all financing statements and other encumbrances which name the Borrower (under its present name and any previous name) and which are filed in the jurisdictions in which the Borrower is located, organized or maintains collateral, together with copies of such financing statements (none of which shall cover the collateral purported to be covered by the Security Agreement); (g) An ALTA mortgagee title insurance policy issued by a title insurance company acceptable to Agent, with respect to the Real Property, assuring the Agent that the Deed of Trust creates a valid and enforceable encumbrance on the Real Property, free and clear of all defects and encumbrances except Permitted Liens and containing: (i) a comprehensive endorsement; (ii) a zoning endorsement specifying ethanol production as a permitted use for all of the parcels included in the Real Property; and (iii) such other endorsements as the Agent shall reasonably require. All such title insurance policies shall be diligently pursuing the Bond Resolution, pursuant in form and substance reasonably satisfactory to the terms set forth Agent and shall provide for affirmative insurance and such reinsurance as the Agent may reasonably request, all of the foregoing in Schedule 2form and substance reasonably satisfactory to the Agent; 7.3 (h) Maps or plats of the Real Property certified to the Agent and the Title Insurance Company in a manner reasonably satisfactory to each of the Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites necessary to use the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; and (F) if the site is described as being on a filed map, a legend relating the survey to said map; (i) Evidence as to: (A) whether any portion of the Real Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”); and (B) if any portion of the Real Property is a Flood Hazard Property: (1) whether the community in which such Real Property is located is participating in the National Flood Insurance Program; (2) the Borrower’s written acknowledgment of receipt of written notification from the Agent: (a) as to the fact that such Real Property is a Flood Hazard Property; and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program; and (3) copies of insurance policies or certificates of insurance of the Borrower evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Agent; (j) Evidence reasonably satisfactory to the Agent that the Real Property, and the contemplated uses of the Real Property, are in compliance in all material respects with all applicable land use and zoning laws, including the zoning designation made for the Real Property, the permitted uses of the Real Property under such zoning designation and zoning requirements as to parking, lot size, ingress, egress and building setback. (k) Satisfactory soil boring tests and site survey reports conducted by an engineering firm acceptable to the Agent. The report shall have paid include, without limitation, delivery to the Agent of a certification by the engineer that the soil condition of the Real Property is satisfactory for construction of the Project in accordance with the Plans and Specifications; (l) A written environmental review, audit, assessment or report addressed to the Agent setting forth the results of an investigation of the Project and indicating that no hazardous waste or substances are contained on, under or in the Real Property; (m) Financial statements for the Borrower in form and substance acceptable to the Agent, certified as accurate in all fees material respect by the Borrower; (n) A true and expenses correct copy of the “turn key” agreement between the Borrower and the Design/Builder with respect to be paid the design, construction and procurement of equipment with respect to the Project (the “EPC Contract”); (o) A Collateral Assignment of the EPC Contract executed by the Borrower and in form and content satisfactory to Agent and its counsel and acknowledged by the Lenders in connection Design/Builder; (p) An agreement with the Credit Agreement Consulting Engineer by which agreement the Agent shall have engaged, at the Borrower’s expense, the Consulting Engineer for the purpose of providing periodic certifications to the Agent and this Amendmentthe Banks that the construction of the Project is being made according to the Plans and Specifications; (q) A certificate from the Borrower setting forth all federal, state and local licenses, permits, registrations and approvals required for the construction and operation of the Project and the dates on which all feessuch licenses, expenses permits, registrations and costs approvals will be obtained; (r) The Construction Schedule, setting out the anticipated progress on the Project with monthly cost breakdowns, certified as accurate in all material respects by the Borrower and the Design/Builder; (s) Verification that Borrower’s Equity in an amount not less than $31,995,000.00 (including reasonable attorneys’ fees like-kind contributions) and expenses but excluding a schedule of any further anticipated member contributions to the allocated costs Project and Draw Requests which will be required to accomplish the Construction Schedule, certified as accurate in all material respects by the Borrower; (t) An accounting of internal counsel) incurred all member equity contributions received by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee Borrower prior to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, and which accounting shall set forth the remaining 60% use of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur member equity contributions for Project Costs paid prior to the Effectiveness Termination Closing Date (if any), certified as accurate in all material respects by the Borrower; (u) True and correct copies of any executed DGS or fuel marketing agreements (“Marketing Agreements”) between Borrower and any DGS or fuel marketing entity (“Marketing Agent”), as may have been executed by the Borrower prior to Closing, or true and correct copies of any letters of intent between Borrower and any Marketing Agent with respect to the marketing of DGS and fuel to be produced by Borrower following the Completion Date, or in acceptable form and substance to the Agent; (v) A project budget, certified as accurate in all material respects, by the Borrower, setting forth all anticipated Project Costs and containing such later date detail as may be agreed to required by the LendersAgent, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Disbursing Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, Title Company; (w) Policies of insurance with respect to the Project in accordance with the requirements contained in this Amendment, the Credit Agreement and evidence that the other Loan Documents premiums for the current policy year have been paid or will be paid on the Closing Date and certificates related to that the Agent and the Banks are named on such resolutionspolicies as additional named insured parties; 7.5 receipt by Agent (x) A true and correct copy of opinions of counsel to the grain production agreement/contract between the Borrower and Guarantors, Paul, Hastings, R▇▇-▇▇▇▇▇▇▇▇ & , executed by the Borrower and R▇▇-▇▇▇▇▇▇▇ (the “Grain Procurement Contract”); (y) A collateral assignment of the Grain Procurement Contract executed by the Borrower and in form and content satisfactory to Agent and its counsel and acknowledged by R▇▇-▇▇▇▇▇▇▇; (z) Letters from each applicable utility evidencing that all utilities necessary or desirable for the use and operation of the Project are or will be available and adequate to the Borrower and the Project; (aa) A proposed operating budget for the Project for the first eighteen (18) months of operation following the Start-Up Date, certified by the Borrower as accurate in all material respects; (bb) Evidence that all other actions necessary or, in the opinion of the Agent, desirable to enable the Agent to perfect and protect the security interests created by the Security Agreement have been taken; (cc) A certificate of the secretary of the Borrower together with true and correct copies of the following: (i) the Articles and Certificate of Organization of the Borrower, including all amendments thereto, certified by the Secretary of State of the state of its organization and dated within thirty (30) days prior to the date hereof; (ii) the Operating Agreement of the Borrower, including all amendments thereto; (iii) the resolutions of the Board of Managers of the Borrower authorizing the execution, delivery and performance of this Agreement, the other Loan Documents, and all documentation executed and delivered in connection therewith to which the Borrower is a party; (iv) certificates of the appropriate government officials of the state of organization of the Borrower as to its existence and good standing, and certificates of the appropriate government officials in each state where the Borrower does business and where failure to qualify as a foreign corporation would have a Material Adverse Effect on the business and financial condition of the Borrower, as to its good standing and due qualification to do business in such state, each dated within thirty (30) days prior to the date hereof; and (v) the names of the officers of the Borrower authorized to sign this Agreement, and the Related Documents, and to request and obtain Advances on behalf of the Borrower pursuant to this Agreement, together with a sample of the true signature of each such officer; (dd) Favorable opinion of B▇▇▇▇ ▇▇▇▇ LLP, addressing due authorizationlegal counsel for the Borrower as to the authorization and standing, execution and enforceability of this Amendmentthe Loan Documents, no conflicts with any law or any and confirmation of labor, tax, environmental, employment, management, litigation, insurance and other agreementscontractual matters, and such other matters relating to this Amendment and as the transactions contemplated hereby as Agent or its counsel may reasonably request; and; 7.6 the fact (ee) Evidence that the representations costs and warranties of Borrower and each Guarantor contained in Article 5 expenses (including, without limitation, attorneys' fees of the Credit Agreement Agent) referred to in Section 8.04, and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on Fees specified in Section 2.04, to the extent incurred and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties invoiced, shall have been truepaid in full; (ff) Satisfactory review by the Agent of any pending litigation relating to the Borrower or the Project; (gg) There shall not have occurred a change that would constitute a Material Adverse Effect since the most current audit of the Borrower in the business, correct assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Borrower taken as a whole or in the facts and information regarding the Borrower as represented to the Closing Date; (hh) Satisfactory review by the Agent of such Economic Development Agreement has may have been entered into between the Borrower and C▇▇▇▇▇▇ County, Missouri with respect to the Project; (ii) Satisfactory review by the Agent and its counsel, of information regarding litigation, permits, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, environmental matters, contingent liabilities, and management of the Borrower; (jj) Borrower’s current financial statement and prepared projected income statements, cash flow statements and balance sheets for fiscal years ending December 31, 2006 through fiscal year ending December 31, 2014, including a detailed listing of all assumptions used in compiling those projections. All projections must demonstrate a reasonable ability to repay the scheduled debt repayment as determined by Agent, in its sole and complete in all material respects on and as of such earlier date)discretion.

Conditions Precedent to Closing. The following conditions shall exist at the time of Closing Date hereunder, and the obligation of this Amendment is Purchaser to close hereunder shall be expressly conditioned upon and subject to the following conditionssatisfaction (or written waiver by Purchaser) of each such condition: 7.1 this Amendment A. Seller shall have been properly executed by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant delivered to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs Purchaser an estoppel certificate (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsela “Tenant Estoppel”) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee from those tenants listed on Exhibit K attached hereto (the “Consent FeeRequired Tenant Estoppels”), and Seller will use commercially reasonable efforts to obtain Tenant Estoppels from all other tenants at the Property, substantially in the form of the tenant estoppel certificate attached hereto as Exhibit G, or is such form as is required by a Lease, dated after the Effective Date. Closing may be extended by Seller for up to fifteen (15) equal days to 50 basis points multiplied allow Seller to obtain the foregoing Tenant Estoppels. B. Seller shall have used commercially reasonable efforts to deliver estoppel certificates dated after the effective date for any reciprocal easements agreement identified by each Purchaser during the Title Review Period in the form and to the extent required under such Lenderagreements (the “REA Estoppels”). Closing may be extended by Seller for up to fifteen (15) days to allow Seller to obtain the REA Estoppels. C. The Title Company will be in a position to issue a policy of title insurance to Purchaser in the full amount of the Purchase Price showing title vested in the Purchaser, subject only to the Permitted Exceptions. D. SNDAs for all recorded Leases and all Leases required by Purchaser’s Commitmentlender, in form and substance reasonably acceptable to Purchaser’s lender. If any one or more of the conditions set forth above are not satisfied as of the date specified for Closing hereunder, then Purchaser shall, at its option, either (a) waive such condition in writing and make full Closing under this Agreement without any adjustment in the Purchase Price, (b) further extend Closing for up to thirty (30) days to allow Seller additional time to satisfy the conditions, or (c) terminate this Agreement, whereupon the Deposit will be paid to the Purchaser and Seller and Purchaser shall be thereupon released from all further liability or obligation under the Agreement. Purchaser shall have the right to waive some or all of the foregoing conditions as determined in its sole and absolute discretion; provided, however however, that only 40% of the Consent Fee no such waiver shall be due effective or binding on Purchaser unless it is in writing and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to executed by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)Purchaser.

Conditions Precedent to Closing. (a) The Closing Date of this Amendment is subject following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein (“Purchaser’s Conditions Precedent”): (i) Prior to the following conditions: 7.1 this Amendment expiration of the period commencing on the Effective Date and continuing for ninety (90) days thereafter (as such initial 90-day period may be extended by Purchaser as provided below, the “Lender’s Approval Period”), Purchaser shall have been properly executed obtained, on terms acceptable to Purchaser in its sole discretion, approval from the Assumed Loan Lender for the assumption of the Assumed Loan by the Required Lenders, AgentPurchaser, the Guarantors assignment of the Assumed Loan by Seller and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolutionrelease of Seller or any guarantor of the Assumed Loan affiliated with Seller from their respective obligations under the Assumed Loan Documents from and after the Closing, pursuant to the terms set forth in Schedule 2; 7.3 Borrower and shall have paid all fees and expenses delivered reasonably satisfactory written evidence of the same to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee Seller (the “Consent FeeAssumption Approval”). The “Assumption Approval” shall be deemed to include (1) equal the satisfactory completion by the Assumed Loan Lender of all diligence investigations, inspections and tests, and (2) the full negotiation and final approval of the Loan Assumption Documents (as defined below) by Purchaser, Seller and the Assumed Loan Lender. Purchaser shall have the one-time right to 50 basis points multiplied by each such extend the initial 90-day Lender’s Commitment; providedApproval Period for an additional period of up to ninety (90) days, however provided that only 40% (A) Purchaser delivers written notice to Seller of its election to so extend the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur initial 90-day Lender’s Approval Period five (5) business days prior to the Effectiveness Termination Dateexpiration of the initial 90-day Lender’s Approval Period (the “Extension Notice”), (B) simultaneously with Purchaser’s delivery of the Extension Notice, Purchaser shall deliver to Seller an additional Promissory Note in the form attached hereto as Exhibit E and in the face amount of one percent (1%) of the Purchase Price, or such later date as may One Hundred Ninety Eight Thousand Six Hundred Twenty and No/100 Dollars ($198,620.00) (which, for purposes of this Agreement, shall be agreed deemed to by the Lenders, the remaining 60% constitute and be a part of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇“▇▇▇▇▇▇▇ & Money Note” and shall be held by Seller pursuant to the terms of Section 3 above), and (C) Assumed Loan Lender shall not have refused to grant the Assumption Approval at any time prior to Purchaser’s delivery of the Extension Notice. Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Assumption Approval, however, Purchaser shall be solely responsible to pay to Assumed Loan Lender any and all costs, fees and expenses required in connection with the Assumed Loan assignment, assumption and release (other than Seller’s legal fees to review the Loan Assumption Documents). Purchaser and Seller shall execute and deliver at Closing, a loan assumption agreement and any other documents required in connection with the assignment and assumption of the Assumed Loan and the release of Seller and any guarantor affiliated with Seller on the terms reflected in the Assumption Approval, in form and content reasonably satisfactory to Purchaser and Seller (the “Loan Assumption Documents”). In the event that Seller or Purchaser fails to execute and deliver the Loan Assumption Documents or the Assumed Loan Lender fails to approve the assignment, assumption and release as aforesaid, either Seller or Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ LLPMoney Note to Purchaser. Purchaser shall apply to Assumed Loan Lender for Assumption Approval within sixty (60) days after the Effective Date (the “Assumption Commencement”) and use good faith and diligent efforts to obtain such consent from the Assumed Loan Lender prior to the expiration of the Lender’s Approval Period; provided, addressing due authorizationhowever, execution so long as Purchaser complies with its obligations under this Section 8(a), in no event shall Purchaser have any liability for its failure to achieve such consent. (ii) Prior to the expiration of the Lender’s Approval Period, the OP Units to be issued to the Beneficial Owners pursuant to this Agreement, together with the OP Units to be issued by Purchaser to the beneficial interest holders of the seven other Delaware statutory trusts known as Mission ▇▇▇▇▇▇ Creek, DST, Mission Battleground Park, DST, Mission ▇▇▇▇▇▇ Parkway, DST, Mission Capital Crossing, DST, Mission Mayflower Downs, DST, Mission ▇▇▇▇▇▇▇ ▇▇▇▇, DST, and enforceability Mission Brentwood, DST (collectively, the “Other DSTs”) in accordance with the seven purchase and sale agreements of this Amendmentcontemporaneous date herewith between Purchaser and the Other DSTs shall have been duly registered (collectively, the “Registrations”) pursuant to an effective registration statement with the U.S. Securities and Exchange Commission (“SEC”) and in each state or provincial jurisdiction where registration is required in accordance with all applicable federal, state and provincial laws, rules and regulations (each, a “Registration Statement” and collectively, the “Registration Statements”). Purchaser agrees to use good faith and diligent efforts to prepare and file the Registration Statements and to cause the Registration Statements to be declared effective in each jurisdiction where required, and shall commence the process of obtaining the Registrations within the Assumption Commencement. Seller agrees to provide Purchaser and its auditor with reasonable assistance and cooperation, at no conflicts cost or expense to Seller, in preparing the Registration Statements, including, without limitation, by providing Seller with access to any law or any other agreementsaudited and unaudited financial statements previously prepared by Seller and its auditors, bank statements, general ledgers, accountant’s work papers, property records, and such other matters relating to this Amendment books and the transactions contemplated hereby records as Agent Purchaser may reasonably request; , and by providing an assurance or representation letter on Purchaser’s auditor’s form and a response to the Audit Inquiry Letter (as defined below) from Seller’s counsel on such counsel’s standard form of response to an audit inquiry letter, all in order to prepare such Registration Statements (provided that in no event shall Seller or any affiliate of Seller have any liability to Purchaser or its auditor for the assurances or representations made therein). In the event that the Purchaser’s Condition Precedent contained in this Section 8(a)(ii) is not satisfied prior to the expiration of the Lender’s Approval Period, Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ Money Note to Purchaser. In the event that (a) the OP Units are duly registered pursuant to a Registration Statement that has been declared effective by the SEC and by each other jurisdiction where each of the Beneficial Owners reside, but the Registration Statement is not yet effective in certain other jurisdictions where each of the beneficial owners of the Other DSTs reside, and (b) Purchaser has received comments and feedback on the Registration Statements from each jurisdiction such that Purchaser reasonably determines that material changes will be required to the disclosure statement contained in the Registration Statement before it will become effective in those remaining jurisdictions in accordance with the laws, rules and regulations of each such jurisdiction, then Purchaser may elect to defer Closing on the Property under this Agreement until such time as the Registration Statements become effective in such other jurisdictions or the Purchaser believes no further material changes will be required to the disclosure statement contained in the Registration Statements. For the avoidance of doubt, Seller and Purchaser intend to proceed to Closing as soon as reasonably practicable, and Purchaser will only defer Closing to the extent it has a reasonable belief that material changes to the disclosure statement contained in the Registration Statements will be required. Purchaser will provide regular status updates to Seller with respect the effectiveness of the Registration Statements in each jurisdiction, and, to the extent Purchaser believes a material change to the disclosure statement contained in the Registration Statements will be required, Purchaser will share any correspondence received from any jurisdiction on the issue and will discuss the issue with Seller and explain the basis of Purchaser’s belief that such a material change will be required. Notwithstanding the foregoing, Seller understands and acknowledges that any determination regarding the materiality of any change in or issue relating to the Registration Statement shall be made by Purchaser. 7.6 (iii) Immediately following the fact time that the Registration Statement filed with the SEC and each applicable state or other jurisdiction is declared effective, Seller shall have confirmed to Purchaser its acceptance of the Net Purchase Price in the form OP Units, which acceptance shall be in Seller’s sole discretion. (iv) Title shall have been approved by Purchaser under Section 4 with Title Insurer standing ready to issue an owner’s policy of title insurance (and an endorsement to the existing mortgagee’s title insurance policy in the form required by the Assumed Loan Lender) in the form customarily delivered in the State insuring Purchaser’s interest in the Real Property, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Encumbrances and the encumbrances related to the Assumed Loan, together with such endorsements as Purchaser reasonably may require and as are available in the State in which the Real Property is located (the “Title Policy”). (v) Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) in the form attached hereto as Exhibit M updating the representations and warranties of Borrower Seller through Closing, which Certificate Seller covenants to deliver unless material new matters or knowledge of a material defect arises, in which case Seller shall deliver a Certificate stating such matter. Purchaser may then (i) waive such matter and each Guarantor consummate the transaction contemplated hereby or (ii) terminate this Agreement, in which case neither party shall have any further obligations or liabilities hereunder and any documents shall be returned to the party depositing the same and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser. (vi) There shall be no Hazardous Materials at the Property that were not shown in the Phase I or Phase II (if applicable). In the event that any Purchaser’s Conditions Precedent is not satisfied, Purchaser shall give written notice thereof to the Seller, and unless Purchaser waives such Purchaser’s Conditions Precedent, this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Article 5 of Section 7, and the Credit Agreement and Section 8 of this Amendment ▇▇▇▇▇▇▇ Money Note shall be true, correct returned to Purchaser. (b) As a condition precedent to Seller’s obligations to consummate the purchase and complete sale transaction contemplated herein (“Seller’s Conditions Precedent”), (i) Purchaser shall have duly performed in all material respects on each and every covenant and agreement to be performed by Purchaser pursuant to this Agreement, (ii) Purchaser’s representations, warranties and covenants shall be true and correct in all material respects as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date Date, (in which case such representations and warranties iii) Assumed Loan Lender shall have been truegranted the Assumption Approval pursuant to the terms of Section 8(a)(i) above, correct and complete (iv) Purchaser shall have obtained the Registrations pursuant to the terms of Section 8(a)(ii) above. In the event that any Seller’s Conditions Precedent are not satisfied, Seller shall give written notice thereof to the Purchaser, and unless Seller waives such Seller’s Conditions Precedent, this Agreement shall terminate and both Purchaser and Seller shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in all material respects on and as of such earlier date)Section 7.

Conditions Precedent to Closing. The Closing occurrence of the Effective Date of this Amendment is shall be subject to the following conditions: 7.1 satisfaction of conditions precedent customary for transactions of this Amendment shall have been properly executed type and the satisfaction of such other conditions precedent agreed upon by the Required LendersSteering Committee and the Company, Agentincluding but not limited to, the Guarantors following: • The negotiation, execution and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant delivery of definitive documentation with respect to the Restructuring contemplated by this Term Sheet and the Restructuring Support Agreement, reasonably acceptable to the Administrative Agent and the Steering Committee and otherwise consistent with the terms and conditions set forth in Schedule 2; 7.3 Borrower this Term Sheet and the Restructuring Support Agreement. • The Steering Committee shall have paid all fees and expenses to be paid by Borrower to Agent and reasonably determined that the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs aggregate amount of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including general unsecured claims will not likely exceed $25 million above a fee to Agent, pre-agreed baseline amount for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee ordinary course payables (the “Consent FeeClaims Cap”) equal ), such baseline to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Company and the Steering Committee before March 8, 2013, or the Steering Committee shall have waived such requirement in writing, provided, however, that any claim or counterclaim, if any, that may be asserted by Tishman Construction Corporation shall be excluded from the Claims Cap. In order to determine the total amount of general unsecured claims, the Company shall require holders of general unsecured claims in excess of $2,500,000 to file a proof of claim within 45 days of the Petition Date. To the extent that the Steering Committee determines that the aggregate amount of general unsecured claims will likely exceed the Claims Cap and does not waive such condition to the Effective Date, the Steering Committee will consent to an extension of any relevant milestones in this Term Sheet to allow for the Company and the Steering Committee to estimate and/or object to any applicable claims. • Confirmation of the Pre-Packaged Chapter 11 Plan by the Bankruptcy Court, on terms consistent with this Term Sheet and the Restructuring Support Agreement. • Gaming authority approvals, as necessary. • The Company shall cooperate on a timely basis with all licensing and other regulatory requests required in order to consummate the transactions contemplated hereby. Releases & Exculpation To the fullest extent permitted by applicable law, the Restructuring shall include a full release from liability in favor of the Company, the Existing Equity Holders, the Administrative Agent, the Existing Lenders, the remaining 60% and all current and former direct and indirect equityholders, members, partners, subsidiaries, affiliates, funds, managers, managing members, officers, directors, employees, advisors, principals, attorneys, professionals, accountants, investment bankers, consultants, agents, and other representatives (including their respective equityholders, members, partners, subsidiaries, affiliates, funds, managers, managing members, officers, directors, employees, advisors, principals, attorneys, professionals, accountants, investment bankers, consultants, agents, and other representatives) of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other thingsCompany, the execution and delivery by Existing Equity Holders, the appropriate officers on behalf of BorrowerAdministrative Agent, and the performance Existing Lenders from any claims and causes of action related to the Company arising on or prior to the Effective Date. To the fullest extent permitted by Borrower, of this Amendmentapplicable law, the Credit Agreement and Restructuring shall include a customary exculpation provision providing a standard of liability for the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 conduct of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as professionals during the course of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)Chapter 11 Cases.

Conditions Precedent to Closing. The Closing Date of this Amendment is subject (a) Prior to the following conditions: 7.1 this Amendment Closing, ESL shall have been properly executed by the Required Lenders, Agent, the Guarantors received legal opinions addressed to ESL and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant each subscriber to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, Private Placement from counsel for the account of each Lender (including Wachovia BankCompany, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that confirming the representations and warranties of Borrower the Company contained in Section 4, substantially in the form attached hereto as Exhibit "E". (b) ESL shall have received a fully executed Placement Agent's Option Certificate from the Company for the options earned upon the Closing. (c) ESL shall have received a fully executed Registration Rights Agreement with respect to the Placement Agent's Units and the ESL Option Shares from the Company for the ESL Option Shares and Placement Agent's Units earned upon the Closing. (d) ESL shall have received a fully-executed Lock-Up Agreement from each shareholder of the Company as set forth in Paragraph 6(c). PLACEMENT AGREEMENT OF MICRO-MEDIA SOLUTIONS, INC. 13 (e) ESL shall have received a certified copy of the resolution of the Board of Directors of the Company authorizing the transactions contemplated herein. (f) The Company shall have filed with the Office of the Secretary of State of Utah a Certificate of Designation acceptable to ESL, substantially in the form attached hereto as Exhibit "C". (g) The Company shall have amended its Bylaws in such a manner so as to make its Bylaws consistent with the terms and conditions of this Agreement and the transactions contemplated herein, a copy of which will have been provided to ESL. (h) Prior to the Closing, the escrow agent, Cardinal International Bank & Trust Co., Ltd. (the "Escrow Agent"), shall have received the certificates representing the Placement Agent's Units earned for the Private Placement. (i) Prior to the Closing, the Escrow Agent, shall have received a fully-executed subscription agreement from each subscriber to the Private Placement. (j) ESL shall have received an opinion addressed to ESL and each Guarantor contained in Article 5 subscriber to the Private Placement, from counsel satisfactory to ESL, concerning the merger of the Credit Agreement Company with and Section 8 of this Amendment shall be trueinto Mountain State Resources Corporation, correct in form and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated substance satisfactory to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)ESL.

Conditions Precedent to Closing. The Closing Date of 9.1 Purchaser’s obligation to close under this Amendment is Purchase Contract shall be subject to and conditioned upon the fulfillment in all material respects of each and all of the following conditionsconditions precedent: 7.1 this Amendment shall have been properly executed 9.1.1 All of the documents required to be delivered by Seller to Purchaser at the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, Closing pursuant to the terms and conditions hereof shall have been delivered and shall be in form and substance required by this Purchase Contract. 9.1.2 Seller’s representations and warranties set forth in Schedule 2; 7.3 Borrower this Purchase Contract shall have paid been true and correct in all fees material respects when made, and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due true and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on the Closing Date and as of the Closing Effective Date as if though such representations and warranties were made on at and as of such date unless stated and time. 9.1.3 Seller shall have complied with, fulfilled and performed, in each case in all material respects, each of the covenants, terms and conditions to relate be complied with, fulfilled or performed by Seller hereunder. 9.1.4 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain the consummation of any of the transactions contemplated by this Purchase Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. 9.1.5 The Improvements (including, but not limited to, the mechanical systems, plumbing, electrical, wiring, appliances, fixtures, heating, air conditioning and ventilating equipment, elevators, boilers, equipment, roofs, structural members and furnaces) shall be at Closing in substantially the same condition as on the Effective Date of this Purchase Contract except for normal wear and tear and such damage from casualty or condemnation that is waived or accepted under ARTICLE 13 hereof. 9.1.6 The conversion of the Property Owner from a Georgia limited liability company to a specific earlier date Delaware limited liability company in accordance with the laws of the State of Delaware on or prior to the Closing Date. Seller hereby agrees to reasonably cooperate (at no third party cost to Seller) with Purchaser in which case effecting such conversion. 9.2 Without limiting any of the rights of Seller elsewhere provided for in this Purchase Contract, Seller’s obligation to close with respect to conveyance of the Property under this Purchase Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 9.2.1 Purchaser’s representations and warranties set forth in this Purchase Contract shall have been truetrue and correct in all material respects when made, and shall be true and correct and complete in all material respects on the Closing Date and as of the Effective Date as though such representations and warranties were made at and as of such earlier date)date and time. 9.2.2 Purchaser shall have complied with, fulfilled and performed, in each case in all material respects, each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder.

Conditions Precedent to Closing. 5.1 The Closing Date obligations of Buyer pursuant to this Amendment is Agreement shall, at the option of Buyer, be subject to the following conditionsconditions precedent: 7.1 this Amendment shall have been properly executed by 5.1.1 All of the Required Lendersrepresentations, Agent, the Guarantors warranties and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms agreements of Seller set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit this Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due true and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on as of the date hereof and as of Close of Escrow, and Seller shall not have on or prior to Close of Escrow, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the Closing Date as if made terms of this Agreement. 5.1.2 There shall be no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on and Close of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of such date unless stated Close of Escrow, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to relate Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to a specific earlier date the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer shall have the right to assume the Existing Loan, in which case such representations and warranties to terminate this Agreement if the terms of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial shall have been trueagreed that (i) Buyer shall have the right to obtain the Replacement Financing, correct on terms acceptable to Buyer, and complete in all material respects (ii) the Replacement Financing Loan Fees shall be credited (on and as of such earlier datea dollar-for-dollar basis).

Conditions Precedent to Closing. The Closing Date obligations of Lender under this Amendment is Agreement, including the obligation to make the Loan hereunder, are subject to the following conditions: 7.1 this Amendment shall have been properly executed by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid fulfillment by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on following conditions precedent no later than the Closing Date, : (a) Lender shall have completed a due diligence investigation of Borrower and the remaining 60% Mortgage Loans and determined, in its sole discretion, but without limitation of Borrower's representations and warranties hereunder, that Borrower and the Mortgage Loans meet ▇▇▇▇▇▇'s underwriting standards, which due diligence investigation may include, without limitation, review of the Consent Fee Mortgage Loan File for each Mortgage Loan. (b) Lender shall be due have received the following, each in form and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior substance satisfactory to Lender (unless otherwise specified): (i) The Note to the Effectiveness Termination Dateorder of ▇▇▇▇▇▇, or such later date as may be agreed duly executed by ▇▇▇▇▇▇▇▇, (ii) The Mortgage Loan Assignment Agreement duly executed by Borrower sufficient to by grant Lender a valid security interest in the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payableMortgage Loans; 7.4 receipt by Agent(iii) An opinion of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, unless otherwise agreed to by Agentcounsel for ▇▇▇▇▇▇▇▇, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments as to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, enforceability of this Amendment, the Credit Agreement and the other Loan Documents Documents, subject to customary conditions and certificates related limitations and otherwise in form and substance reasonably satisfactory to such resolutionsLender; 7.5 receipt by Agent (iv) Certified copies of opinions the resolutions of counsel to Borrower and Guarantors, Paul, Hastings, the Board of Directors of ▇▇▇▇▇▇▇▇ & approving and authorizing the execution and delivery and performance of all Loan Documents required to be executed and delivered by Borrower with respect to this Agreement and the other Loan Documents; (v) A copy of the organizational documents of Borrower together with each amendment thereto, and, where applicable, certified by the Illinois Commissioner of Banks and Trust Companies as being a true and correct copy thereof; (vi) A Good Standing Certificate in respect of Borrower issued by the Illinois Commissioner of Banks and Trust Companies dated reasonably near to the Closing Date; and (vii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying the names and true signatures of the officers of Borrower authorized to sign this Agreement and each other Loan Document to which ▇▇▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law is or any other agreements, and such other matters relating is to this Amendment be a party and the transactions contemplated hereby as Agent may reasonably request; andother documents to be delivered hereunder and thereunder. 7.6 the fact that the (c) The representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment each Loan Document shall be true, true and correct and complete in all material respects on and as of the Closing Date Date, before and after giving effect to the making of the Loan by ▇▇▇▇▇▇ and to the application of the proceeds therefrom, as if though made on and as of such date unless stated to relate to a specific earlier date date. (in which case such representations and warranties d) No event shall have been trueoccurred and be continuing, correct and complete in all material respects on and as or would result from the making of such earlier date)the Loan by ▇▇▇▇▇▇ or from the application of the proceeds therefrom, that constitutes a Default.

Conditions Precedent to Closing. The Closing Date (a) Purchaser’s obligations under this Agreement are expressly conditioned upon completion or satisfaction of this Amendment is subject to the following conditions: 7.1 this Amendment shall have been properly executed by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant matters on or prior to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, as hereinafter defined: (i) The Title Company shall, at Closing, be ready, willing and able to issue to Purchaser the remaining 60% Owner’s Policy; (ii) Seller shall have deposited with the Escrow Agent all documents required of Seller to be delivered into Escrow in Section 14; (iii) Subject to Sections 9(d) and 9(e), the representations and warranties of Seller contained in Section 9(a) of this Agreement shall be true and correct as of the Consent Fee Closing Date; (iv) Seller shall be due and payable on the Fourth Amendment Effective Date; provided furtherhave delivered to Purchaser, however, if the Fourth Amendment Effective Date does not occur later than five (5) days prior to the Effectiveness Termination Closing Date, or such later date as may be agreed to an original estoppel certificate executed by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & , in the form attached hereto as Exhibit A (the “Tenant Estoppel”) without material deletions that is (A) dated no more than thirty (30) days prior to the Closing Date, (B) does disclose any default or event or circumstance that with notice or passage of time would constitute a default, and (C) does not disclose any inconsistency with the representations of Seller hereunder or the financial terms of the Lease, or which is otherwise reasonably acceptable to Purchaser. ▇▇▇▇▇▇ LLPagrees to deliver to Purchaser copies of any comments to any proposed Tenant Estoppel and each executed Tenant Estoppel within two (2) Business Days of Sellers’ receipt thereof. Seller and Purchaser shall cooperate to update the Tenant Estoppel to accommodate any reasonable modifications to the Tenant Estoppel requested by Purchaser’s lender. (v) Seller shall have received an executed copy of the Commencement Date Memorandum (as defined in the Scotts Lease) in the form previously agreed by Purchaser; (vi) Purchaser shall have received evidence reasonably satisfactory to Purchaser that the Assignment of Project Documents and Assignment of Contracts will effectively transfer the Warranties and the rights, addressing due authorizationbut no material outstanding obligations, execution of Seller under the Project Documents to Purchaser, which may include consents of Seller’s counterparties if reasonably required by Purchaser; (vii) Seller shall have complied with all of its material covenants and enforceability of this Amendment, obligations contained herein; and (viii) There shall be no conflicts with any law injunction or any other agreements, and such other matters relating to this Amendment and legal process enjoining the transactions contemplated hereby as by this Agreement. (b) Seller’s obligations to perform hereunder are expressly contingent and conditional upon the satisfaction of the following: (i) Purchaser shall have deposited or have caused to be deposited with the Escrow Agent may reasonably requestall documents and funds required of Purchaser to be deposited into Escrow under Section 14; and 7.6 the fact that the (ii) The representations and warranties of Borrower and each Guarantor Purchaser contained in Article 5 of the Credit Agreement and Section 8 Subsection 9(b) of this Amendment Agreement shall be true, true and correct and complete in all material respects on and as of the Closing Date Date. (c) The Parties acknowledge that the conditions precedent set forth in subsection (a) above are for the benefit of Purchaser and that the conditions precedent set forth in subsection (b) above are for the benefit of Seller. Unless otherwise specifically set forth herein, the date by which the conditions precedent must be satisfied shall be the Closing Date. If any of the conditions precedent set forth in subsection (a) or subsection (b) above are not satisfied on the Closing Date, the party for whose benefit the condition precedent exists shall have the right to terminate this Agreement by written notice of termination given to the other party at or prior to Closing. If such notice of termination is given, Escrow Agent shall return all documents and funds previously deposited into escrow to the party so depositing same, except the Independent Consideration and the Deposit if paid to Seller pursuant to Section 6(b), and neither party shall have any further liability to the other hereunder, except as if made on and as of such date unless stated otherwise provided herein. Notwithstanding the foregoing, a party for whose benefit the condition precedent exists shall have the right to relate to a specific earlier date (waive satisfaction thereof, in which case such representations and warranties event this Agreement shall have been trueproceed to Closing as otherwise provided herein. If the Closing occurs, correct and complete in then all material respects on and as of such earlier date)conditions precedent shall be deemed satisfied.

Conditions Precedent to Closing. (a) The Closing Date of this Amendment is subject following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein (“Purchaser’s Conditions Precedent”): (i) Prior to the following conditions: 7.1 this Amendment expiration of the period commencing on the Effective Date and continuing for ninety (90) days thereafter (as such initial 90-day period may be extended by Purchaser as provided below, the “Lender’s Approval Period”), Purchaser shall have been properly executed obtained, on terms acceptable to Purchaser in its sole discretion, approval from the Assumed Loan Lender for the assumption of the Assumed Loan by the Required Lenders, AgentPurchaser, the Guarantors assignment of the Assumed Loan by Seller and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolutionrelease of Seller or any guarantor of the Assumed Loan affiliated with Seller from their respective obligations under the Assumed Loan Documents from and after the Closing, pursuant to the terms set forth in Schedule 2; 7.3 Borrower and shall have paid all fees and expenses delivered reasonably satisfactory written evidence of the same to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee Seller (the “Consent FeeAssumption Approval”). The “Assumption Approval” shall be deemed to include (1) equal the satisfactory completion by the Assumed Loan Lender of all diligence investigations, inspections and tests, and (2) the full negotiation and final approval of the Loan Assumption Documents (as defined below) by Purchaser, Seller and the Assumed Loan Lender. Purchaser shall have the one-time right to 50 basis points multiplied by each such extend the initial 90-day Lender’s Commitment; providedApproval Period for an additional period of up to ninety (90) days, however provided that only 40% (A) Purchaser delivers written notice to Seller of its election to so extend the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur initial 90-day Lender’s Approval Period five (5) business days prior to the Effectiveness Termination Dateexpiration of the initial 90-day Lender’s Approval Period (the “Extension Notice”), (B) simultaneously with Purchaser’s delivery of the Extension Notice, Purchaser shall deliver to Seller an additional Promissory Note in the form attached hereto as Exhibit E and in the face amount of one percent (1%) of the Purchase Price, or such later date as may One Hundred Eighty Thousand Two Hundred Seventy and No/100 Dollars ($180,270.00) (which, for purposes of this Agreement, shall be agreed deemed to by the Lenders, the remaining 60% constitute and be a part of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇“▇▇▇▇▇▇▇ & Money Note” and shall be held by Seller pursuant to the terms of Section 3 above), and (C) Assumed Loan Lender shall not have refused to grant the Assumption Approval at any time prior to Purchaser’s delivery of the Extension Notice. Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Assumption Approval, however, Purchaser shall be solely responsible to pay to Assumed Loan Lender any and all costs, fees and expenses required in connection with the Assumed Loan assignment, assumption and release (other than Seller’s legal fees to review the Loan Assumption Documents). Purchaser and Seller shall execute and deliver at Closing, a loan assumption agreement and any other documents required in connection with the assignment and assumption of the Assumed Loan and the release of Seller and any guarantor affiliated with Seller on the terms reflected in the Assumption Approval, in form and content reasonably satisfactory to Purchaser and Seller (the “Loan Assumption Documents”). In the event that Seller or Purchaser fails to execute and deliver the Loan Assumption Documents or the Assumed Loan Lender fails to approve the assignment, assumption and release as aforesaid, either Seller or Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ LLPMoney Note to Purchaser. Purchaser shall apply to Assumed Loan Lender for Assumption Approval within sixty (60) days after the Effective Date (the “Assumption Commencement”) and use good faith and diligent efforts to obtain such consent from the Assumed Loan Lender prior to the expiration of the Lender’s Approval Period; provided, addressing due authorizationhowever, execution so long as Purchaser complies with its obligations under this Section 8(a), in no event shall Purchaser have any liability for its failure to achieve such consent. (ii) Prior to the expiration of the Lender’s Approval Period, the OP Units to be issued to the Beneficial Owners pursuant to this Agreement, together with the OP Units to be issued by Purchaser to the beneficial interest holders of the seven other Delaware statutory trusts known as Mission ▇▇▇▇▇▇ Creek, DST, Mission Battleground Park, DST, Mission ▇▇▇▇▇▇ Parkway, DST, Mission Capital Crossing, DST, Mission Brentwood, DST, Mission ▇▇▇▇▇▇▇ ▇▇▇▇, DST, and enforceability Mission Tanglewood, DST (collectively, the “Other DSTs”) in accordance with the seven purchase and sale agreements of this Amendmentcontemporaneous date herewith between Purchaser and the Other DSTs shall have been duly registered (collectively, the “Registrations”) pursuant to an effective registration statement with the U.S. Securities and Exchange Commission (“SEC”) and in each state or provincial jurisdiction where registration is required in accordance with all applicable federal, state and provincial laws, rules and regulations (each, a “Registration Statement” and collectively, the “Registration Statements”). Purchaser agrees to use good faith and diligent efforts to prepare and file the Registration Statements and to cause the Registration Statements to be declared effective in each jurisdiction where required, and shall commence the process of obtaining the Registrations within the Assumption Commencement. Seller agrees to provide Purchaser and its auditor with reasonable assistance and cooperation, at no conflicts cost or expense to Seller, in preparing the Registration Statements, including, without limitation, by providing Seller with access to any law or any other agreementsaudited and unaudited financial statements previously prepared by Seller and its auditors, bank statements, general ledgers, accountant’s work papers, property records, and such other matters relating to this Amendment books and the transactions contemplated hereby records as Agent Purchaser may reasonably request; , and by providing an assurance or representation letter on Purchaser’s auditor’s form and a response to the Audit Inquiry Letter (as defined below) from Seller’s counsel on such counsel’s standard form of response to an audit inquiry letter, all in order to prepare such Registration Statements (provided that in no event shall Seller or any affiliate of Seller have any liability to Purchaser or its auditor for the assurances or representations made therein). In the event that the Purchaser’s Condition Precedent contained in this Section 8(a)(ii) is not satisfied prior to the expiration of the Lender’s Approval Period, Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ Money Note to Purchaser. In the event that (a) the OP Units are duly registered pursuant to a Registration Statement that has been declared effective by the SEC and by each other jurisdiction where each of the Beneficial Owners reside, but the Registration Statement is not yet effective in certain other jurisdictions where each of the beneficial owners of the Other DSTs reside, and (b) Purchaser has received comments and feedback on the Registration Statements from each jurisdiction such that Purchaser reasonably determines that material changes will be required to the disclosure statement contained in the Registration Statement before it will become effective in those remaining jurisdictions in accordance with the laws, rules and regulations of each such jurisdiction, then Purchaser may elect to defer Closing on the Property under this Agreement until such time as the Registration Statements become effective in such other jurisdictions or the Purchaser believes no further material changes will be required to the disclosure statement contained in the Registration Statements. For the avoidance of doubt, Seller and Purchaser intend to proceed to Closing as soon as reasonably practicable, and Purchaser will only defer Closing to the extent it has a reasonable belief that material changes to the disclosure statement contained in the Registration Statements will be required. Purchaser will provide regular status updates to Seller with respect the effectiveness of the Registration Statements in each jurisdiction, and, to the extent Purchaser believes a material change to the disclosure statement contained in the Registration Statements will be required, Purchaser will share any correspondence received from any jurisdiction on the issue and will discuss the issue with Seller and explain the basis of Purchaser’s belief that such a material change will be required. Notwithstanding the foregoing, Seller understands and acknowledges that any determination regarding the materiality of any change in or issue relating to the Registration Statement shall be made by Purchaser. 7.6 (iii) Immediately following the fact time that the Registration Statement filed with the SEC and each applicable state or other jurisdiction is declared effective, Seller shall have confirmed to Purchaser its acceptance of the Net Purchase Price in the form OP Units, which acceptance shall be in Seller’s sole discretion. (iv) Title shall have been approved by Purchaser under Section 4 with Title Insurer standing ready to issue an owner’s policy of title insurance (and an endorsement to the existing mortgagee’s title insurance policy in the form required by the Assumed Loan Lender) in the form customarily delivered in the State insuring Purchaser’s interest in the Real Property, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Encumbrances and the encumbrances related to the Assumed Loan, together with such endorsements as Purchaser reasonably may require and as are available in the State in which the Real Property is located (the “Title Policy”). (v) Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) in the form attached hereto as Exhibit M updating the representations and warranties of Borrower Seller through Closing, which Certificate Seller covenants to deliver unless material new matters or knowledge of a material defect arises, in which case Seller shall deliver a Certificate stating such matter. Purchaser may then (i) waive such matter and each Guarantor consummate the transaction contemplated hereby or (ii) terminate this Agreement, in which case neither party shall have any further obligations or liabilities hereunder and any documents shall be returned to the party depositing the same and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser. (vi) There shall be no Hazardous Materials at the Property that were not shown in the Phase I or Phase II (if applicable). In the event that any Purchaser’s Conditions Precedent is not satisfied, Purchaser shall give written notice thereof to the Seller, and unless Purchaser waives such Purchaser’s Conditions Precedent, this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Article 5 of Section 7, and the Credit Agreement and Section 8 of this Amendment ▇▇▇▇▇▇▇ Money Note shall be truereturned to Purchaser. (b) As a condition precedent to Seller’s obligations to consummate the purchase and sale transaction contemplated herein (“Seller’s Conditions Precedent”), correct and complete (i) Purchaser shall have duly performed in all material respects on each and every covenant and agreement to be performed by Purchaser pursuant to this Agreement, (ii) Purchaser’s representations, warranties and covenants shall be true and correct in all material respects as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date Date, (in which case such representations and warranties iii) Assumed Loan Lender shall have been truegranted the Assumption Approval pursuant to the terms of Section 8(a)(i) above, correct and complete (iv) Purchaser shall have obtained the Registrations pursuant to the terms of Section 8(a)(ii) above. In the event that any Seller’s Conditions Precedent are not satisfied, Seller shall give written notice thereof to the Purchaser, and unless Seller waives such Seller’s Conditions Precedent, this Agreement shall terminate and both Purchaser and Seller shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in all material respects on and as of such earlier date)Section 7.

Conditions Precedent to Closing. The Purchaser's obligation to consummate the Closing Date of this Amendment is subject to satisfaction of all of the following conditions: 7.1 this Amendment shall have been properly executed by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms conditions set forth in Schedule 2; 7.3 Borrower this Section 9 of this Agreement. Purchaser may waive any or all of such conditions in whole or in part but any such waiver shall be effective only if made in writing. If Purchaser consummates the Closing notwithstanding that Sellers have paid all fees not complied with one or more of the conditions precedent, Purchaser shall be deemed to have elected to waive its rights and expenses remedies against Sellers in respect to be paid by Borrower to Agent and such matters. Each of the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee following are conditions precedent (the “Consent Fee”"Conditions Precedent") equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% the obligation of Purchaser to complete the Consent Fee shall be due Closing and payable purchase the Partnership Interests. If any Condition Precedent is not satisfied on the Closing Date, Purchaser shall have the right to terminate this Agreement and the remaining 60% receive a return of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & Money, and shall have all remedies pursuant to Section 10 hereof. 9.1 Sellers shall not have received any notice that the Improvements are in violation of any applicable local, state or federal laws in any respect that has not been cured prior to the Closing Date. 9.2 Each and every representation and warranty of Sellers is materially true and correct as of the Effective Date and the Closing Date. 9.3 As of the Closing Date, Sellers shall not be in material default under this Agreement. 9.4 The risk of loss until the Closing shall be borne by Sellers. Sellers shall promptly give Purchaser written notice of any damage to the Property, describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. If such damage is not Material (as defined herein), at the Closing Sellers shall deliver to Purchaser an amount, as reasonably determined by Sellers, equal to (x) the proceeds paid to Owner by Owner's insurer, plus (y) the amount of any deductibles, plus (z) the difference between the actual cost to restore the Property and the aggregate amount described in the immediately preceding clauses (x) and (y). If such proceeds have not then been paid to Owner, at the Closing, Sellers shall give Purchaser a credit against the Purchase Price in an amount, as reasonably determined by Sellers, equal to (a) the proceeds to be paid to Owner by Owner's insurer, plus (b) the amount of any deductibles, plus (c) the difference between the actual cost to restore the Property and the aggregate amount described in the immediately preceding clauses (a) and (b). If such damage is Material (as defined herein), Purchaser may elect by notice to Sellers given within ten (10) days after Purchaser is notified of such damage (and the Closing shall be extended, if necessary, to give Purchaser such ten (10) day period to respond to such notice) to either (a) proceed in the same manner as in the case of damage that is not Material or (b) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ LLPMoney shall be immediately returned to Purchaser. In the event that Purchaser does not timely notify Seller of its election as set forth in the immediately preceding sentence, addressing due authorization, execution Purchaser shall be deemed to have elected the preceding clause (b). Damage as to any one or multiple occurrences shall be defined as "Material" if the cost to repair the damage exceeds $750,000.00. 9.5 The risk of loss until the Closing shall be borne by Sellers. Sellers shall promptly give Purchaser any notice that it receives of any eminent domain proceedings that are threatened or instituted with respect to the Property from governmental authorities having jurisdiction over the Property and enforceability having the power of this Amendment, no conflicts eminent domain with respect to the Property. By notice to Seller given within ten (10) days after Purchaser receives any law or any other agreementssuch notice described in the immediately preceding sentence, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be trueif necessary, correct and complete in all material respects on and as of the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election, Purchaser shall (a) in the event and only in the event that the eminent domain proceedings described in the applicable notice would result in a Material Condemnation (as if made on defined herein), have the option to terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be immediately returned to Purchaser or (b) proceed under this Agreement, in which event at the Closing, Sellers shall turn over to Purchaser any award it has received with respect to such taking and shall assign to Purchaser its right to any award. The term "Material Condemnation" shall mean the occurrence of any one of the following: (a) a condemnation or taking of all or substantially all of the Property by any governmental authority having jurisdiction over the Property, (b) any or all of the material improvements at the Property are, or any portion of any material improvement at the Property is (and such portion is material to the current use and occupancy of the Property as an apartment project), condemned or taken by any governmental authority having jurisdiction over the Property, (c) any easement, or any portion of any easement (and such easement or portion of such date unless stated easement is material to relate the current use and occupancy of the Property as an apartment project), located on or otherwise benefiting the Property is condemned or taken by any governmental authority having jurisdiction over the Property as a result of which the current use and occupancy of the Property as an apartment project is adversely affected, (d) access to or from the Property is impaired in any manner whatsoever as a specific earlier date result of any condemnation or taking by any governmental authority having jurisdiction over the Property, (e) as a consequence of any condemnation or taking by any governmental authority having jurisdiction over the Property, the property so condemned or taken results in which case such representations and warranties shall have been true, correct and complete the Property not complying in all material respects on with all requirements of all governmental authorities having jurisdiction over the Property, including, without limitation, all zoning laws, rules and regulations governing the Property, or (f) any other condemnation or taking by any governmental authority having jurisdiction over the Property as a result of such earlier date)which the current use and occupancy of the Property as an apartment project is materially adversely affected.

Conditions Precedent to Closing. (a) The Closing Date of this Amendment is subject following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein (“Purchaser’s Conditions Precedent”): (i) Prior to the following conditions: 7.1 this Amendment expiration of the period commencing on the Effective Date and continuing for ninety (90) days thereafter (as such initial 90-day period may be extended by Purchaser as provided below, the “Lender’s Approval Period”), Purchaser shall have been properly executed obtained, on terms acceptable to Purchaser in its sole discretion, approval from the Assumed Loan Lender for the assumption of the Assumed Loan by the Required Lenders, AgentPurchaser, the Guarantors assignment of the Assumed Loan by Seller and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolutionrelease of Seller or any guarantor of the Assumed Loan affiliated with Seller from their respective obligations under the Assumed Loan Documents from and after the Closing, pursuant to the terms set forth in Schedule 2; 7.3 Borrower and shall have paid all fees and expenses delivered reasonably satisfactory written evidence of the same to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee Seller (the “Consent FeeAssumption Approval”). The “Assumption Approval” shall be deemed to include (1) equal the satisfactory completion by the Assumed Loan Lender of all diligence investigations, inspections and tests, and (2) the full negotiation and final approval of the Loan Assumption Documents (as defined below) by Purchaser, Seller and the Assumed Loan Lender. Purchaser shall have the one-time right to 50 basis points multiplied by each such extend the initial 90-day Lender’s Commitment; providedApproval Period for an additional period of up to ninety (90) days, however provided that only 40% (A) Purchaser delivers written notice to Seller of its election to so extend the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur initial 90-day Lender’s Approval Period five (5) business days prior to the Effectiveness Termination Dateexpiration of the initial 90-day Lender’s Approval Period (the “Extension Notice”), (B) simultaneously with Purchaser’s delivery of the Extension Notice, Purchaser shall deliver to Seller an additional Promissory Note in the form attached hereto as Exhibit E and in the face amount of one percent (1%) of the Purchase Price, or such later date as may Two Hundred Six Thousand Six Hundred Seventy and No/100 Dollars ($206,670.00) (which, for purposes of this Agreement, shall be agreed deemed to by the Lenders, the remaining 60% constitute and be a part of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇“▇▇▇▇▇▇▇ & Money Note” and shall be held by Seller pursuant to the terms of Section 3 above), and (C) Assumed Loan Lender shall not have refused to grant the Assumption Approval at any time prior to Purchaser’s delivery of the Extension Notice. Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Assumption Approval, however, Purchaser shall be solely responsible to pay to Assumed Loan Lender any and all costs, fees and expenses required in connection with the Assumed Loan assignment, assumption and release (other than Seller’s legal fees to review the Loan Assumption Documents). Purchaser and Seller shall execute and deliver at Closing, a loan assumption agreement and any other documents required in connection with the assignment and assumption of the Assumed Loan and the release of Seller and any guarantor affiliated with Seller on the terms reflected in the Assumption Approval, in form and content reasonably satisfactory to Purchaser and Seller (the “Loan Assumption Documents”). In the event that Seller or Purchaser fails to execute and deliver the Loan Assumption Documents or the Assumed Loan Lender fails to approve the assignment, assumption and release as aforesaid, either Seller or Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ LLPMoney Note to Purchaser. Purchaser shall apply to Assumed Loan Lender for Assumption Approval within sixty (60) days after the Effective Date (the “Assumption Commencement”) and use good faith and diligent efforts to obtain such consent from the Assumed Loan Lender prior to the expiration of the Lender’s Approval Period; provided, addressing due authorizationhowever, execution so long as Purchaser complies with its obligations under this Section 8(a), in no event shall Purchaser have any liability for its failure to achieve such consent. (ii) Prior to the expiration of the Lender’s Approval Period, the OP Units to be issued to the Beneficial Owners pursuant to this Agreement, together with the OP Units to be issued by Purchaser to the beneficial interest holders of the seven other Delaware statutory trusts known as Mission ▇▇▇▇▇▇ Creek, DST, Mission Battleground Park, DST, Mission ▇▇▇▇▇▇ Parkway, DST, Mission Brentwood, DST, Mission Mayflower Downs, DST, Mission ▇▇▇▇▇▇▇ ▇▇▇▇, DST, and enforceability Mission Tanglewood, DST (collectively, the “Other DSTs”) in accordance with the seven purchase and sale agreements of this Amendmentcontemporaneous date herewith between Purchaser and the Other DSTs shall have been duly registered (collectively, the “Registrations”) pursuant to an effective registration statement with the U.S. Securities and Exchange Commission (“SEC”) and in each state or provincial jurisdiction where registration is required in accordance with all applicable federal, state and provincial laws, rules and regulations (each, a “Registration Statement” and collectively, the “Registration Statements”). Purchaser agrees to use good faith and diligent efforts to prepare and file the Registration Statements and to cause the Registration Statements to be declared effective in each jurisdiction where required, and shall commence the process of obtaining the Registrations within the Assumption Commencement. Seller agrees to provide Purchaser and its auditor with reasonable assistance and cooperation, at no conflicts cost or expense to Seller, in preparing the Registration Statements, including, without limitation, by providing Seller with access to any law or any other agreementsaudited and unaudited financial statements previously prepared by Seller and its auditors, bank statements, general ledgers, accountant’s work papers, property records, and such other matters relating to this Amendment books and the transactions contemplated hereby records as Agent Purchaser may reasonably request; , and by providing an assurance or representation letter on Purchaser’s auditor’s form and a response to the Audit Inquiry Letter (as defined below) from Seller’s counsel on such counsel’s standard form of response to an audit inquiry letter, all in order to prepare such Registration Statements (provided that in no event shall Seller or any affiliate of Seller have any liability to Purchaser or its auditor for the assurances or representations made therein). In the event that the Purchaser’s Condition Precedent contained in this Section 8(a)(ii) is not satisfied prior to the expiration of the Lender’s Approval Period, Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ Money Note to Purchaser. In the event that (a) the OP Units are duly registered pursuant to a Registration Statement that has been declared effective by the SEC and by each other jurisdiction where each of the Beneficial Owners reside, but the Registration Statement is not yet effective in certain other jurisdictions where each of the beneficial owners of the Other DSTs reside, and (b) Purchaser has received comments and feedback on the Registration Statements from each jurisdiction such that Purchaser reasonably determines that material changes will be required to the disclosure statement contained in the Registration Statement before it will become effective in those remaining jurisdictions in accordance with the laws, rules and regulations of each such jurisdiction, then Purchaser may elect to defer Closing on the Property under this Agreement until such time as the Registration Statements become effective in such other jurisdictions or the Purchaser believes no further material changes will be required to the disclosure statement contained in the Registration Statements. For the avoidance of doubt, Seller and Purchaser intend to proceed to Closing as soon as reasonably practicable, and Purchaser will only defer Closing to the extent it has a reasonable belief that material changes to the disclosure statement contained in the Registration Statements will be required. Purchaser will provide regular status updates to Seller with respect the effectiveness of the Registration Statements in each jurisdiction, and, to the extent Purchaser believes a material change to the disclosure statement contained in the Registration Statements will be required, Purchaser will share any correspondence received from any jurisdiction on the issue and will discuss the issue with Seller and explain the basis of Purchaser’s belief that such a material change will be required. Notwithstanding the foregoing, Seller understands and acknowledges that any determination regarding the materiality of any change in or issue relating to the Registration Statement shall be made by Purchaser. 7.6 (iii) Immediately following the fact time that the Registration Statement filed with the SEC and each applicable state or other jurisdiction is declared effective, Seller shall have confirmed to Purchaser its acceptance of the Net Purchase Price in the form OP Units, which acceptance shall be in Seller’s sole discretion. (iv) Title shall have been approved by Purchaser under Section 4 with Title Insurer standing ready to issue an owner’s policy of title insurance (and an endorsement to the existing mortgagee’s title insurance policy in the form required by the Assumed Loan Lender) in the form customarily delivered in the State insuring Purchaser’s interest in the Real Property, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Encumbrances and the encumbrances related to the Assumed Loan, together with such endorsements as Purchaser reasonably may require and as are available in the State in which the Real Property is located (the “Title Policy”). (v) Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) in the form attached hereto as Exhibit M updating the representations and warranties of Borrower Seller through Closing, which Certificate Seller covenants to deliver unless material new matters or knowledge of a material defect arises, in which case Seller shall deliver a Certificate stating such matter. Purchaser may then (i) waive such matter and each Guarantor consummate the transaction contemplated hereby or (ii) terminate this Agreement, in which case neither party shall have any further obligations or liabilities hereunder and any documents shall be returned to the party depositing the same and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser. (vi) There shall be no Hazardous Materials at the Property that were not shown in the Phase I or Phase II (if applicable). In the event that any Purchaser’s Conditions Precedent is not satisfied, Purchaser shall give written notice thereof to the Seller, and unless Purchaser waives such Purchaser’s Conditions Precedent, this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Article 5 of Section 7, and the Credit Agreement and Section 8 of this Amendment ▇▇▇▇▇▇▇ Money Note shall be truereturned to Purchaser. (b) As a condition precedent to Seller’s obligations to consummate the purchase and sale transaction contemplated herein (“Seller’s Conditions Precedent”), correct and complete (i) Purchaser shall have duly performed in all material respects on each and every covenant and agreement to be performed by Purchaser pursuant to this Agreement, (ii) Purchaser’s representations, warranties and covenants shall be true and correct in all material respects as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date Date, (in which case such representations and warranties iii) Assumed Loan Lender shall have been truegranted the Assumption Approval pursuant to the terms of Section 8(a)(i) above, correct and complete (iv) Purchaser shall have obtained the Registrations pursuant to the terms of Section 8(a)(ii) above. In the event that any Seller’s Conditions Precedent are not satisfied, Seller shall give written notice thereof to the Purchaser, and unless Seller waives such Seller’s Conditions Precedent, this Agreement shall terminate and both Purchaser and Seller shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in all material respects on and as of such earlier date)Section 7.

Conditions Precedent to Closing. (a) The Closing Date obligation of Foothill to close this Amendment Agreement is subject to the following conditions: 7.1 this Amendment shall have been properly executed by the Required Lendersfulfillment, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees satisfaction of Foothill and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendmentits counsel, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable following conditions on or before the Closing Date: (1) the Closing Date shall occur on or before April 14, 1999; (2) Foothill shall have received searches reflecting the filing of its financing statements and fixture filings; (3) Foothill shall have received each of the following documents, duly executed, and the remaining 60% of the Consent Fee each such document shall be due in full force and payable on effect: A) the Fourth Disbursement Letter; B) the First Amendment Effective Dateto Copyright Security Agreement; C) the First Amendment to Trademark Security Agreement; D) the First Amendment License Agreement; E) the First Amendment and Reaffirmation of General Continuing Guaranties; F) the First Amendment to Guarantor Security Agreements; G) the First Amendment to Guarantor Stock Pledge Agreement; H) the Escrow Agreement; provided further, however, if and I) the Fourth Amendment Effective Date does not occur prior Participation Agreement (4) Foothill shall have received a certificate from the Secretary of Borrower attesting to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board 's Board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained hereinDirectors authorizing its execution, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrowerdelivery, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents to which Borrower is a party and certificates related authorizing specific officers of Borrower to such resolutionsexecute the same; 7.5 receipt (5) Foothill shall have received copies of any amendments to Borrower's Governing Documents effective after June 5, 1998, as amended, modified, or supplemented to the Closing Date, certified by Agent the Secretary of opinions Borrower; (6) Foothill shall have received a certificate of status with respect to Borrower, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of Borrower, which certificate shall indicate that Borrower is in good standing in such jurisdiction; (7) Foothill shall have received certificates of status with respect to Borrower, each dated within fifteen (15) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that Borrower is in good standing in such jurisdictions; (8) Foothill shall have received copies of any amendments to any Guarantor's Governing Documents effective after June 5, 1998, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of the applicable Guarantor; (9) Foothill shall have received a certificate of status with respect to each Guarantor, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Guarantor, which certificate shall indicate that such Guarantor is in good standing in such jurisdiction; (10) Foothill shall have received certificates of status with respect to each Guarantor, each dated within fifteen (15) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Guarantor is in good standing in such jurisdictions; (11) Foothill shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.10, the form and substance of which shall be satisfactory to Foothill and its counsel; (12) Foothill shall have received duly executed certificates of title with respect to that portion of the Collateral that is subject to certificates of title; (13) Borrower shall have made its best efforts to obtain and deliver to Foothill such Collateral Access Agreements from Borrower's existing lessors, warehousemen, bailees, and other third persons as Foothill may require; (14) Foothill shall have received an opinion of Borrower's counsel in form and substance satisfactory to Foothill in its sole discretion; (15) Foothill shall have been provided with a true and complete copy of each payment plan and any amendments thereof between Borrower and Guarantorsa Carrier (including, without limitation, Cellular Telephone Company d/b/a AT&T Wireless Services, a New York general partnership) and Foothill shall have expressed no objection to the terms of each such payment plans; (16) Foothill shall have completed its final pre-closing examination of Borrower satisfactory to Foothill; (17) Foothill shall have received verification from Purchasers' Agent that Purchasers have placed $7,000,000 in a designated escrow account as of the Closing Date, in accordance with the terms and conditions of the Escrow Agreement; (18) Foothill shall have received payment of all expenses incurred by it in connection with the negotiation, documentation and closing of this Agreement (including without limitation the fees and expenses of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorizationcounsel to Foothill); (19) Foothill shall have received copies of all documents evidencing, execution supporting or otherwise verifying the merger of Ameritel P.R. with and enforceability of this Amendment, no conflicts into Borrower; and (20) all other documents and legal matters in connection with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit by this Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been truedelivered, correct executed, or recorded and complete shall be in all material respects on form and as substance satisfactory to Foothill and its counsel. (b) In addition to the conditions set forth in subsection (a) above, the obligations of such earlier date)Foothill to close this Agreement is subject to the prior funding by Purchasers' Agent of the initial Tranche B Term Loan in an amount of $2,000,000.

Conditions Precedent to Closing. The Closing Date obligation of this Amendment is the Lender to close the Loan and make any Advances hereunder at closing shall be subject to the following conditions: 7.1 this Amendment condition precedent that the Lender shall have been properly executed by received on or before the Required LendersClosing Date the following, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on dated the Closing Date, in form and substance satisfactory to the remaining 60% Lender: (a) The Note, duly executed by the Borrower; (b) The Third Amended and Restated Registration Rights Agreement, duly executed by the Borrower; (c) The Second Amended and Restated Security Agreement, duly executed by the Borrower; (d) The Second Amended and Restated Patent Security Agreement, duly executed by the Borrower; (e) The Second Amended and Restated Stock Pledge Agreement, duly executed by the Borrower; (f) The ATI Second Amended and Restated Subsidiary Guaranty, duly executed by ATI; (g) The ATI Second Amended and Restated Subsidiary Security Agreement, duly executed by ATI; (h) The ATI Amended and Restated Stock Pledge Agreement, duly executed by ATI; (i) The IEP Amended and Restated Subsidiary Guaranty, duly executed by IEP; (j) The IEP Amended and Restated Subsidiary Security Agreement, duly executed by IEP; (k) UCC-1 financing statements with respect to the security interests granted to Lender by IEP under the Loan Documents for such locations as the Lender may deem necessary to perfect the Lender's security interests, duly executed by IEP; (l) The Warrant, duly executed by the Borrower; (m) A conditional assignment of Borrower's lease(s) of real property, together with a written consent to such assignment from Borrower's landlord(s) and a written waiver by such landlord(s) of certain rights of landlord under its lease(s) in furtherance of the Consent Fee shall be due exercise by Lender of its rights under the Amended and payable on the Fourth Amendment Effective Date; provided furtherRestated Security Agreement, howeverall in form and substance satisfactory to Lender; (n) A binder of an endorsement to Borrower's fire, if the Fourth Amendment Effective Date does not occur prior hazard and extended coverage insurance policy (with a long form endorsement) with respect to the Effectiveness Termination Date, or assets given as collateral pursuant to the Second Amended and Restated Security Agreement showing the Lender as loss payee in form satisfactory to the Lender and to Borrower's comprehensive liability policy (with a long form endorsement) and Borrower's product liability policy (with a long form endorsement) with respect to Borrower's business showing the Lender as an additional insured under such later date policy; (o) A binder of an endorsement to business interruption coverage insurance policy (with a long form endorsement) with respect to Borrower's business showing the Lender as may be agreed loss payee in form satisfactory to by the Lenders, the remaining 60% Lender; (p) A certified copy of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s the board of directors or similar governing body of the Borrower approving this Amendment transaction in the form attached as EXHIBIT IV; (q) A certificate of the secretary or an assistant secretary of the Borrower certifying the names and true signatures of the amendments officers of the Borrower authorized to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement sign each Loan Document to which it is a party and the other Loan Documents and certificates related documents to such resolutionsbe delivered by it hereunder; 7.5 receipt by Agent (r) Copies of opinions consents of third parties necessary for the consummation of this transaction; (s) A favorable opinion of counsel for the Borrower, in substantially the form of EXHIBIT V and as to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and as the transactions contemplated hereby as Agent Lender may reasonably request; and 7.6 (t) Such other documents and information as the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)Lender may reasonably request.

Conditions Precedent to Closing. The Closing Date closing of this Amendment is the First Lien Exit Facilities will be subject to satisfaction of the following conditions: 7.1 this Amendment following: (a) all of the representations and warranties in the First Lien Exit Facilities Documents shall be true and correct in all material respects (or if qualified by materiality or material adverse effect, in all respects) as of the date of such extension of credit, or if such representation speaks as of an earlier date, as of such earlier date; (b) no default or event of default under the First Lien Exit Facilities shall have occurred and be continuing or would result from such extension of credit; (c) delivery of a customary borrowing notice; (d) all conditions to the Plan Effective Date shall have been properly executed by satisfied in accordance with the Plan or shall have been waived with the consent of the Required Consenting BrandCo Lenders, Agent; and (e) satisfaction of those conditions listed on Annex I hereto. On the Plan Effective Date, the Guarantors and Borrower; 7.2 Borrower First Lien Exit Facilities shall be diligently pursuing the Bond Resolution, pursuant funded (or be deemed to the terms set forth have been funded) in Schedule 2; 7.3 Borrower shall have paid all fees full. Voting/Required First Lien Term Lenders Customary and expenses to be paid by Borrower to Agent and the appropriate for exit facilities of this type consistent with First Lien Documentation Principles. First Lien Term Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40holding more than 50% of the Consent Fee outstanding principal amount of the First Lien Exit Term Loans are referred to herein as the “Required First Lien Term Lenders.” Fees and Expenses & Indemnification Customary and appropriate for facilities of this type consistent with First Lien Documentation Principles. Assignments and Participations Customary and appropriate for facilities of this type (including prohibition on assignments to disqualified lenders); provided that the consent of the Borrower (not to be unreasonably withheld or delayed; Borrower consent shall be due deemed given unless it objects by written notice to the First Lien Exit Term Loan Agent within 5 business days after receipt of written notice thereof) shall be required for assignments other than (a) assignments to another First Lien Term Lender, an affiliate of a First Lien Term Lender or an approved fund or (b) during an event of default. Other Provisions The First Lien Exit Facilities Documents shall include customary provisions regarding increased costs, illegality, tax indemnities, waiver of trial by jury and payable on the Closing Date, and the remaining 60% other similar provisions. Governing Law The laws of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior State of New York. Counsel to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, Initial First Lien Term Lenders ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law LLP The borrowing (or any other agreements, and such other matters relating to this Amendment and deemed borrowing) under the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment First Lien Exit Facilities shall be truesubject to the following additional conditions precedent, correct and complete in all material respects on and as of unless waived by the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date).Required Consenting BrandCo Lenders:

Conditions Precedent to Closing. The Closing Date of Purchaser’s obligation to consummate the transactions contemplated by this Amendment Agreement is subject to satisfaction of all of the following conditions: 7.1 this Amendment shall have been properly executed by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms conditions set forth in Schedule 2;this Article 4. Purchaser may waive any or all of such conditions in whole or in part but any such waiver shall be effective only if made in writing. No such waiver shall constitute a waiver by Purchaser of any of its rights or remedies nor release Seller from any of its liability under this Agreement or release Seller from any of its liability if Seller breaches any representation or warranty made by Seller in this Agreement. Satisfaction of such conditions shall not waive any representation or warranty made by Seller. 7.3 Borrower shall 4.1 On or before 30 days after the Document Receipt Date, Purchaser shall, in its sole discretion, have paid all fees accepted the physical, mechanical, title, environmental, leasing, economic and expenses to be paid by Borrower to Agent other existing and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% prospective conditions of the Consent Fee Subject Property. In the event Purchaser has been diligently pursuing its investigation of the Subject Property but has been unable to complete it, Purchaser may extend the period set forth above to 45 days after the Document Receipt Date upon written notice to Seller, which notice shall be due and payable on provided no later than the 25th day after the Document Receipt Date. 4.2 On the Closing Date, Seller shall not be in default in the performance of any covenant or agreement to be performed by Seller under this Agreement and shall deliver the remaining 60% documents required in Article 9. 4.3 All representations and warranties made by Seller in this Agreement shall be true and correct in all material respects as of the Consent Fee date hereof and shall be due true and payable on correct in all material respects as of the Fourth Amendment Effective Closing Date; provided further. 4.4 As of Closing, howeverany of Chicago, First American or Ticor Title Insurance Company (the “Title Company”) (which Title Company shall be chosen by Purchaser in its sole discretion), shall be prepared to issue to Purchaser or its designee at Closing a 1970 ALTA Form B Extended Coverage Owner’s Title Policy acceptable to Purchaser in the amount of the Purchase Price naming Purchaser as proposed insured, which commitment shall obligate the Title Company to insure marketable fee simple title to the Subject Property and to issue an endorsement deleting all Schedule B printed general exceptions, an access endorsement, a 3.1 zoning endorsement (including the number and location of parking spaces), a survey endorsement, a contiguity endorsement, if the Fourth Amendment Effective Date does not occur prior appropriate, property tax number and such other title endorsements as Purchaser shall reasonably require. The title to the Effectiveness Termination DateSubject Property shall be subject only to matters approved by Purchaser in writing within 10 days of the receipt of the title commitment, which shall be ordered by Purchaser within five days of receipt of Seller’s title information (the “Permitted Exceptions”). If the aforesaid title insurance commitment issued by the Title Company or survey hereinafter required show that title is not in the condition required by this Paragraph 4.4 within 20 days (the “Cure Period”) of notice to Seller, Seller shall remedy the defects of title shown thereon or to obtain title insurance at Seller’s sole cost and expense by the Title Company insuring over and against such defects and provide evidence satisfactory to Purchaser thereof. If Seller fails to remedy such defects or obtain such title insurance within such Cure Period, Purchaser shall have the option, exercisable within 10 days from the expiration of the Cure Period (a) to accept the status of the title subject to such title defects, with an appropriate reduction in the Purchase Price to compensate Purchaser for such defects (such amount not to exceed $50,000.00) and proceed with this Agreement, (b) to extend the Closing Date a reasonable period of time to give Seller an opportunity to comply with the terms hereof (at which time the options contained in this Paragraph 4.4 shall again be available to Purchaser), or such later date as may be agreed (c) to by the Lendersgive written notice to Seller of Purchaser’s election to terminate this Agreement in which event, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents rights and certificates related to such resolutions; 7.5 receipt by Agent obligations hereunder of opinions the parties shall terminate, Purchaser shall receive a return of counsel to Borrower and Guarantors, Paul, Hastings, ▇the ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPMoney, addressing due authorization, execution and enforceability thereafter no party hereto shall have any claim against another party hereto by virtue of this AmendmentAgreement. If, no conflicts with however, the condition of title to the Subject Property is not such as is required by this Agreement hereof solely by reason of any law mortgages, judgments, debts, security interests or any other agreementsliens or obligations which were not created or incurred by acts of Purchaser, or those claiming by, through, or under Purchaser, and such other matters relating to this Amendment the amount of each of which is readily ascertainable and the transactions aggregate amount of which is less than the Purchase Price, the transaction contemplated hereby hereunder shall be consummated by application of such portion of the Purchase Price as Agent may reasonably request; andbe necessary to discharge such obligations of Seller. 7.6 4.5 At least 15 days prior to Closing, Purchaser shall have received, at its expense, an ALTA/ACSM Survey, prepared by a surveyor licensed in the fact State of New Hampshire and dated subsequent to the date of this Agreement, certified in favor of Purchaser, and the Title Company depicting the Property, and certifying, among other things, that the representations Subject Property is not located within a federal or state flood plain or wetlands area. 4.6 Seller and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties Purchaser shall have been true, correct and complete in all material respects on and entered into the Lease (as of such earlier date)defined herein) with the Lease automatically becoming effective upon Closing.

Conditions Precedent to Closing. The (a) Conditions Precedent to Seller's Obligation to Proceed to Closing. (i) It shall be a condition precedent to Seller's obligation to proceed to Closing Date that Seller successfully effectuate the defeasance of that certain loan with a principal balance of Fifty-Two Million Eight Hundred Seventy Thousand Five Hundred Eighty-Six and No/100 Dollars ($52,629,734.01) as of August 10, 2011 (the "Leawood Loan") which currently encumbers the Property. (A) Within two (2) business days after the Effective Date, Seller shall provide written notice to ▇▇▇▇▇ Fargo Commercial Servicing (the "Lender") of the transactions contemplated by this Amendment is subject Agreement, which notice shall request a closing checklist ("Defeasance Checklist") from Lender which sets forth the requirements of Lender to successfully accomplish the defeasance of the Leawood Loan. (B) In connection with the defeasance of the Leawood Loan, Buyer shall be responsible for the payment of the defeasance penalty imposed by Section 2.1 of the loan agreement for the Leawood Loan, which Seller and Buyer estimate to total approximately $6,100,000.00 (the "Defeasance Penalty"). Buyer shall be solely responsible for other fees, costs or expenses of any rating agencies, servicers, custodians, servicer's legal counsel, accountants, successor borrower, or any other third-parties involved in the approval and consummation of the defeasance of the Leawood Loan (collectively, the "Defeasance Costs") in an amount not to exceed One Hundred Thirty Thousand and No/100 Dollars ($130,000.00) (the "Defeasance Cost Cap"). In the event that the Defeasance Costs exceed the Defeasance Cost Cap, then Buyer and Seller shall each be responsible for 50% of any Defeasance Costs in excess of the Defeasance Cost Cap (whether or not a Closing occurs). Buyer shall include the amount of the Defeasance Penalty and Buyer's share of the Defeasance Costs along with the Purchase Price which shall be delivered to the following conditions: 7.1 this Amendment shall have been properly executed by Escrow Agent as part of Buyer's closing deliveries. In the Required Lendersevent Seller is responsible for its prorata share of the Defeasance Costs as provided above, Agent, the Guarantors and Borrower; 7.2 Borrower then such amount shall be diligently pursuing reflected as a credit to Buyer on the Bond ResolutionClosing Statement. In the event this Agreement is terminated prior to Closing for any reason other than a default by Seller hereunder or a failure of Seller to obtain Seller's Board Approval (as hereinafter defined), pursuant to then Buyer shall be responsible for the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders Defeasance Costs actually incurred in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% attempted defeasance of the Consent Fee Leawood Loan, subject to the Defeasance Cost Cap. (C) If Buyer has not terminated this Agreement prior to the expiration of the Due Diligence Period, then not later than two (2) business days after the expiration of the Due Diligence Period, Seller shall be due submit to Lender all documents and payable other items listed on the Defeasance Checklist that are required by Lender to effectuate the defeasance of the Leawood Loan. Seller agrees to diligently pursue the defeasance of the Leawood Loan using commercially reasonable efforts to cause the Lender to approve the defeasance of the Leawood Loan as expeditiously as possible. (D) If the conditions set forth in this Section 6.6(a) above are not satisfied at or prior to Closing, then either Seller or Buyer shall have the right to send written notice to the other party not less then two (2) business days prior to the originally scheduled Closing Date, and to extend the remaining 60% Closing Date for not more than one hundred twenty (120) days to enable Seller to effectuate a successful defeasance of the Consent Fee Leawood Loan (the "Outside Defeasance Date"). If either Seller or Buyer shall elect to extend the Closing Date pursuant to the foregoing, then the originally scheduled Closing Date shall be due and payable on automatically extended until the Fourth Amendment Effective earlier to occur of: (i) the Outside Defeasance Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior or (ii) three (3) business days after Seller has received notice from Lender that all conditions to the Effectiveness Termination defeasance of the Leawood Loan have been satisfied and Lender and Seller are ready, willing and able to close the defeasance of the Leawood Loan. In the event the Leawood Loan is not defeased by the Outside Defeasance Date, or such later date as may then this Agreement shall be agreed deemed to by have automatically terminated at which time the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & Deposit shall be promptly returned to Buyer, and neither of the parties hereto shall have any further obligations under this Agreement, except for the obligations that expressly survive the termination of this Agreement. (ii) It shall be a further condition precedent to Seller's obligation to proceed to Closing that Seller obtain approval from the Board of Directors of Developers Diversified Realty Corporation to enter into this Agreement and to consummate the transactions contemplated hereby ("Seller's Board Approval") and that Buyer obtain approval from the Board of Glimcher Realty Trust to enter into this Agreement and to consummate the transactions contemplated hereby ("Buyer's Board Approval"). On or before 5:00 pm Eastern Time on September 15, 2011 (the "Board Approval Deadline"), Seller shall deliver written notice to Buyer advising whether or not Seller's Board Approval has been obtained and Buyer shall deliver written notice to Seller advising whether or not Buyer's Board Approval has been obtained. If either Buyer or Seller does not obtain Board Approval prior to the Board Approval Deadline, then such party shall not be in default of this Agreement, but rather a failure of a condition shall have occurred, this Agreement shall automatically terminate and the party failing to obtain Board Approval shall promptly reimburse the other party for any out-of-pocket expenses actually incurred prior to the Board Approval Deadline subject to the Reimbursement Amount (as hereinafter defined). In the event this Agreement is terminated in accordance with the foregoing, the parties shall have no further rights or obligations under this Agreement except for the obligations which specifically survive the termination of this Agreement, and the ▇▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment Deposit shall be truereturned to Buyer. (iii) It shall be a further condition precedent to Seller's obligation to proceed to Closing that Buyer shall have performed, correct observed and complete complied in all material respects on and as with all of the Closing Date as if made on covenants, agreements and as of such date unless stated conditions required by this Agreement to relate be performed, observed and complied with by Buyer at or prior to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)Closing.

Conditions Precedent to Closing. 10.1 The Closing Date obligations of Buyer pursuant to this Amendment is Agreement shall, at the option of Buyer, be subject to the following conditionsconditions precedent: 7.1 this Amendment 10.1.1 There shall be no material adverse change in the matters reflected in the Title Report, and there shall not exist any material adverse encumbrance or title defect affecting the Property except for the Permitted Exceptions or matters to be satisfied at Closing. 10.1.2 Seller shall have been properly obtained and delivered to Buyer estoppel certificates, substantially in the form attached hereto as Exhibit D, in accordance with their respective Leases, from the following tenants (collectively, the “Required Tenants”): (i) Boehringer Ingelheim Pharmaceuticals, Inc., (ii) Praxair, inc. and (iii) Honeywell International, Inc. An estoppel certificate from a Required Tenant shall be deemed to satisfy this condition precedent unless it discloses material adverse matters inconsistent with the applicable Lease. Buyer shall notify Seller within three (3) business days of receipt of a copy of the executed by estoppel certificate from a Required Tenant of its approval or disapproval and the basis of such disapproval, if disapproved. If Buyer disapproves of an estoppel certificate from a Required Tenant because of a material adverse matter disclosed therein that is inconsistent with such Required Tenant’s Lease, and Seller is unable to obtain a reasonably acceptable estoppel certificate from such Required Tenant prior to the Closing, this Agreement shall, at Buyer’s option, terminate, Buyer shall be entitled to a refund of the Deposit, and neither party shall have any further obligation to the other except Buyer’s indemnification obligations under Paragraph 5. Seller shall request the Required LendersTenants and each tenant of the Property to execute an estoppel certificate and shall use commercially reasonable efforts to obtain an estoppel certificate from the Required Tenants and the other tenants of the Property; provided, Agenthowever, the Guarantors and Borrower; 7.2 Borrower failure to obtain any estoppel certificate from tenants other than the Required Tenants shall be diligently pursuing not entitle Buyer to terminate this Agreement. If Buyer notifies Seller of a failure to satisfy the Bond Resolution, pursuant to the terms conditions precedent set forth in Schedule 2; 7.3 Borrower this paragraph, Seller may, within five (5) days of receipt of Buyer’s notices agree to satisfy the condition by written notice to Buyer, and Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition within such five day period and such condition is not waived by Buyer, this Agreement shall be canceled and the Deposit shall be returned to Buyer and neither party shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)further liability hereunder.

Conditions Precedent to Closing. The Closing Date of 6.1 In addition to any other conditions to Purchaser’s obligation to close set forth in this Amendment Agreement, Purchaser’s obligation to close hereunder is subject to each and all of the following conditionsconditions precedent: 7.1 this Amendment shall have been properly executed by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs A. All of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such LenderSeller’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit this Agreement and Section 8 of this Amendment shall be true, true and correct and complete in all material respects on when made and also as of the Closing Date when remade. B. All documents, instruments and assurances required hereunder to be delivered to Purchaser shall have been duly delivered to Purchaser. C. All material covenants and agreements of Seller under this Agreement shall have been duly performed and satisfied. D. At Closing, Escrowee will be committed to deliver to Purchaser one or more ALTA owner's title insurance policies with extended coverage (to the extent that extended coverage is available in a particular jurisdiction), or in the case of Properties in the State of Texas, a standard form of Owner’s Policy of Title Insurance as if made prescribed by the Texas State Board of Insurance, insuring title to each Property subject only to the Permitted Exceptions (each, a “Title Policy” and collectively, the “Title Policies”), in an amount not less than the portion of the Purchase Price allocated to such Property on Schedule I in the Schedules, provided that (i) in advance of Closing, Purchaser shall have taken all necessary and as customary actions to arrange for or allow issuance of such date unless stated Title Policies by Escrowee, and (ii) all necessary premiums or other charges required for the issuance of such Title Policies are paid pursuant to relate Section 12.1. The immediately preceding sentence shall survive the termination of this Agreement. 6.2 In addition to a specific earlier date (any other conditions to Seller’s obligation to close set forth in which case such this Agreement, Seller’s obligation to close hereunder is subject to each and all of the following conditions precedent: A. All of Purchaser’s representations and warranties contained in this Agreement shall have been true, be true and correct and complete in all material respects on when made and also as of such earlier date)the Closing Date when remade. B. All documents, instruments and assurances required hereunder to be delivered to Seller shall have been duly delivered to Seller. C. All material covenants and agreements of Purchaser under this Agreement shall have been duly performed and satisfied.

Conditions Precedent to Closing. The Authority shall not be obligated to proceed with the Closing Date under the Loan Documents unless the following conditions precedent are satisfied prior to or concurrently therewith: (a) There exists no Default nor any act, failure, omission or condition that would constitute an event of Default under this Amendment is subject Agreement. (b) The Borrower has executed and delivered to the following conditions:Authority all documents, instruments, and policies required under the Loan Documents. 7.1 this Amendment shall have been properly executed by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant (c) A title insurer reasonably acceptable to the terms set forth Authority is unconditionally and irrevocably committed to issuing one or more ALTA Lender's Policy of insurance insuring the priority of the Deed of Trust in Schedule 2;the amount of the Loan, subject only to such exceptions and exclusions as may be reasonably acceptable to the Authority, and containing such endorsements as the Authority may reasonably require. 7.3 Borrower shall have paid all fees (d) The Deed of Trust has been executed and expenses is ready to be paid by Borrower to Agent recorded against the Borrower's Leasehold Estate in the Office of the Recorder of the County of Los Angeles. (e) The Authority has completed and the Lenders in connection with the Credit Agreement and this Amendment, approved all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, environmental reviews under NEPA as necessary for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% acquisition of the Consent Fee shall be due Property and payable on construction of the Closing DateProject, and the remaining 60% Borrower has provided the Authority evidence of compliance with all approved NEPA and CEQA requirements and mitigation measures. (f) The Borrower has furnished the Authority with evidence of the Consent Fee insurance coverage meeting the requirements of Section 4.14 below. (g) The Authority has received and approved the final Construction Plans for the Project, as required pursuant to Section 3.2 below. (h) The Authority shall be due have received and payable on approved the Fourth Amendment Effective Date; provided further, however, if Accessibility Compliance Report. (i) The Authority has received and approved the Fourth Amendment Effective Date does not occur prior Construction Contract as required pursuant to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of BorrowerSection 3.3 below, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPhas executed same with Contractor. (j) The Authority has received copies of labor and material (payment) bonds and performance bonds, addressing due authorizationas required pursuant to Section 3.4 below. (k) The Authority has received and approved a Property Management and Re- Occupancy Plan. (l) The Authority shall have received and approved a Construction Section 3 Plan and Section 3 Plan. (m) The Authority shall have provided the Relocation Plan to the Borrower. (n) The Authority shall have received and approved a Financing Plan. (o) The Authority shall have received and approved a Supportive Services Plan. (p) The Authority shall have received and approved a Sustainability Plan. (q) Developer shall have executed a Completion Guaranty in favor of the Authority in the form attached hereto as Exhibit H. (r) The Borrower shall have repaid the Authority the portion of any Multi-Phase Costs Loan (as defined in the Master Development Agreement) allocated to the Project, execution and enforceability of this Amendmentif applicable. (s) The Borrower shall have repaid the Authority any Phase-Related Predevelopment Loan (as defined in the Master Development Agreement) provided for the Project, no conflicts with any law or any other agreementsif applicable, in full. (t) The Authority shall have received permission to close from HUD. (u) The Authority, the Borrower, and such other matters relating to this Amendment the Investor shall have executed a purchase option and right of first refusal agreement. (v) The Borrower has closed all Approved Financing described in Section 1.1(c) except the AHP Loan and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)Permanent Loan.

Conditions Precedent to Closing. 10.1 The Closing Date obligations of Buyer pursuant to this Amendment is Agreement shall, at the option of Buyer, be subject to the following conditionsconditions precedent: 7.1 this Amendment shall have been properly executed by 10.1.1 All of the Required Lendersrepresentations, Agent, the Guarantors warranties and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms agreements of Seller set forth in Schedule 2; 7.3 Borrower this Agreement shall be true and correct in all material respects as of the Effective Date. Further, no Material Adverse Change shall have paid all fees and expenses occurred prior to Closing with regard to the Seller’s representations. Seller shall not have on or prior to Closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller’s part as required by the terms of this Agreement. 10.1.2 There shall be no material adverse change in the matters reflected in the Title Report, there shall not exist any material adverse encumbrance or title defect affecting the Property except for the Permitted Exceptions or matters to be paid by Borrower satisfied at Closing, and Title Company shall be unconditionally committed to Agent issue at Closing a Title Policy insuring fee simple and leasehold title vested in Buyer, with coverage in the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% full amount of the Consent Fee Purchase Price and showing only those exceptions to title which are approved or deemed approved by Buyer as specifically set forth herein, it being acknowledged that due to the amount of coverage required hereunder, Buyer may elect by written notice delivered to Seller and Title Company prior to Closing, to require co-insurance with up to two (2) additional title companies having comparable financial strength to Title Company provided that any such co-insurance arrangement shall be due not delay Closing or result in any additional cost to Seller. 10.1.3 Seller shall have obtained and payable on delivered to Buyer estoppel certificates, in accordance with their respective Leases, from tenants representing seventy-five percent (75%) of the Closing square feet which are leased and occupied by tenants as of the Effective Date, which shall include, at a minimum, estoppels from the following “Major Tenants”: Comerica, City of San Diego, TNS Market Development, Embassy CES, Akonix Systems and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇L▇▇▇▇▇▇▇ & ▇▇F▇▇▇▇ LLP(collectively, addressing due authorizationthe “Estoppel Delivery [FINAL EXECUTION COPY] 24 Condition”). Estoppel certificates shall be deemed to satisfy this condition precedent unless they disclose material adverse matters. Buyer shall notify Seller within three (3) business days of receipt of a copy of the executed estoppel certificate of its approval or disapproval and the basis of such disapproval, execution if disapproved and enforceability Seller shall use commercially reasonable efforts to satisfy the Estoppel Delivery Condition by the date which is three (3) business days prior to Closing.. If Buyer disapproves of this Amendmentan estoppel certificate because of a material, no conflicts with any law or any other agreementsadverse matter disclosed therein, and such other matters relating Seller is unable to obtain a reasonably acceptable estoppel certificate prior to the Closing, then, at Buyer’s election, this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 Agreement shall terminate, Buyer shall be entitled to a refund of the Credit Agreement Deposit, and Section 8 neither party shall have any further obligation to the other except Buyer’s indemnification obligations under Paragraph 5. If Buyer has not received the required amount of this Amendment estoppels to satisfy the Estoppel Delivery Condition by the date which is three (3) business days prior to Closing, then Seller or Buyer shall be true, correct and complete in all material respects on and as of permitted to extend the Closing Date as if made on and as until five (5) days after the receipt of all such date unless stated estoppels, to relate permit Seller to a specific earlier date secure such estoppels to meet the Estoppel Delivery Condition, but in no event shall Seller extend Closing by more than thirty (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)30) days.

Conditions Precedent to Closing. The obligations of the Lender under this Agreement required to be fulfilled on or before the Closing Date of this Amendment is subject to its receipt, on or before the following conditionsClosing Date, of each of the following, each (unless otherwise expressly stated) in form and substance satisfactory to the Lender: 7.1 (a) this Amendment shall have been Agreement; properly executed on behalf of the Borrower; (b) the Note, properly executed on behalf of the Borrower; (c) the Assignment of Obligations, property executed by each of the Original Borrower and the Borrower; (d) the fully executed Fee Letter; (e) the Performance Guaranty, properly executed on behalf of Brooke Corporation for the benefit of the Lender; (f) the Custodial Agreement, properly executed on behalf of the Custodian, the Borrower and the Lender; (g) the Purchase and Sale Agreement, properly executed on behalf of BWF and the Seller; (h) the Participation Agreement, properly executed on behalf of the Borrower and BWF; (i) the Collateral Assignment of Participation Agreement; properly executed on behalf of the Borrower, BWF and the Lender; (j) the Servicing Agreement, properly executed on behalf of the Lender, the Borrower, BWF, the Subservicer and the Servicer; (k) the Backup Servicing Agreement, properly executed by the Required Lenders, AgentBorrower, the Guarantors Servicer, BWF, the Lender and Borrowerthe Backup Servicer; 7.2 Borrower shall be diligently pursuing (l) the Bond ResolutionCollection Account Agreement, properly executed by BWF, the Collection Account Bank and the Lender and the account number assigned by the Collection Account Bank to the Collection Account pursuant to the terms set forth in Schedule 2such Collection Account Agreement; 7.3 Borrower shall (m) financing statements sufficient when filed (in the judgment of the Lender) to perfect the Security Interest granted to the Lender hereunder; (n) current searches of appropriate filing offices showing that no state or federal tax liens have paid all fees been filed and expenses remain in effect against the Borrower, BWF, or the Seller, and that no financing statements or other notifications or filings have been filed and remain in effect against the Borrower, BWF, or the Seller with respect to be paid by Borrower to Agent any Collateral, other than those for which the Lender has received an appropriate release, termination or satisfaction or those permitted in accordance with Section 8.1; (o) a certified copy of the resolutions of the board of directors of each Brooke Party, the Servicer and the Lenders in connection with Backup Servicer evidencing approval of all Transaction Documents and the Credit Agreement and this Amendment, all fees, expenses and costs other matters contemplated hereby; (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counselp) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% copies of the Consent Fee shall be due organizational documents of the Borrower certified by the Secretary or Assistant Secretary of the Borrower as being true and payable on correct copies thereof; (q) a certificate of good standing with respect to each Brooke Party, the Closing Date, Servicer and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does Backup Servicer dated not occur more than thirty (30) days prior to the Effectiveness Termination Datedate hereof, or and evidence satisfactory to the Lender that such later date as may be agreed to by the LendersBrooke Party, the remaining 60% Servicer and the Backup Servicer are qualified to conduct its business in each state where it presently conducts such business if failure to obtain any such qualification or licensing could have a Material Adverse Effect; (r) a certificate of the Consent Fee shall no longer be due and payable; 7.4 receipt by AgentSecretary or an Assistant Secretary of each Brooke Party, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment the Servicer and the amendments Backup Servicer, which shall certify the names of the officers of the relevant Person authorized to sign the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement Transaction Documents and the other Loan Documents documents or certificates to be delivered pursuant to this Agreement, including requests for Advances, together with the true signatures of such officers. The Lender may conclusively rely upon such certificates until they shall receive a further certificate of the Secretary or an Assistant Secretary of each Brooke Party, the Servicer and certificates related to the Backup Servicer (as the case may be) canceling or amending the prior certificate and submitting the signatures of the officers named in such resolutionsfurther certificate; 7.5 receipt by Agent (s) payment of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and fees owed as of the Closing Date to the Lender under this Agreement, the Fee Letter, or otherwise; (t) audited financial statements for the period ended December 31, 2006, for Brooke Corporation and unaudited pro forma financial statements for the period ended December 31, 2006, for Seller; (u) a signed copy of one or more opinions of counsel for the Borrower, including a substantive non-consolidation opinion, a perfection opinion, tax opinion, standard corporate, authority and enforceability opinions, all in form and substance satisfactory to the Lender and addressed to the Lender; (v) a signed copy of one or more opinions of counsel for BWF, in its capacity as if made on Purchaser under the Purchase and Sale Agreement, including a true sale opinion, a substantive non-consolidation opinion, a perfection opinion, tax opinion, standard corporate, authority and enforceability opinions, all in form and substance satisfactory to the Lender and addressed to the Lender; (w) a signed copy of one or more opinions of counsel for the Custodian and the Servicer including standard corporate, authority and enforceability opinions, all in form and substance satisfactory to the Lender and addressed to the Lender; (x) a Borrowing Base Certificate as of such a date unless stated not more than one (1) Business Day prior to relate the Closing Date, together with evidence satisfactory to a specific earlier date the Lender of delivery to the Custodian of Custodian File for all Eligible Loans therein described, and of compliance with the Borrowing Base; (in which case such representations y) the account number assigned by the Collection Account Bank to the Collection Account pursuant to the Collection Account Agreement; (z) each Trust Account Intercreditor Agreement, as amended, properly executed by each of the parties thereto; (aa) all powers of attorney that are required under this Agreement; (bb) evidence satisfactory to the Lender that all waivers, consents, approvals and warranties shall authorizations required for the Borrower, BWF, the Seller and the Servicer to execute, deliver, and perform its obligations under the Transaction Documents have been true, correct and complete in all material respects on and obtained; and (cc) such other documents as of such earlier date)the Lender may reasonably request.

Conditions Precedent to Closing. The Closing Date days following the date of this Amendment is subject to delivery of the following conditions: 7.1 this Amendment shall have been properly executed by last of each of the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms items set forth in Schedule 2;Section 4(d) below ("Contingency Date"): 7.3 Borrower (a) TITLE/SURVEY. Within three (3) business days after the date hereof, Seller will furnish to Purchaser (i) separate current title commitments ("Commitments") for owner's title policies for each Project issued by the Title Company showing title in the appropriate Subsidiary (with copies of all underlying title documents listed in the Commitments) (which Commitments shall be in nominal amounts, but shall be increased to the allocated Purchase Price at Closing so that the total aggregate coverage of the Commitments equals the total Purchase Price), and (ii) copies of Seller's separate surveys ("Existing Surveys") for each Project. If any of the Existing Surveys discloses survey defects or if any of the Commitments show exceptions which defects or exceptions are not acceptable to Purchaser (collectively, "Title Objections"), then Purchaser shall notify Seller, in writing (the "Title Objection Notice") within ten (10) days after receipt of the last of the Commitments, the underlying title documents and the Existing Surveys, specifying the Title Objections (the "Title Approval Date"), time being of the essence. The Title Objection Notice shall state with specificity the reasons for Purchaser's objection and the curative steps requested by Purchaser which would remove the basis for Purchaser's objection. Any objections to matters shown in the Title Commitments, the underlying documents and the Existing Surveys to which Purchaser has not objected by the Title Approval Date shall be deemed to be waived by Purchaser and such matters shall be referred to as "Approved Title Matters." Seller shall notify Purchaser, in writing, of whether it intends to cure any or all of Purchaser's Title Objections within five (5) days after receipt of the Title Objection Notice, it being understood and agreed that Seller has no obligation to cure any Title Objection. To the extent Seller elects to cure any Title Objection, Seller shall have paid all fees and expenses to be paid by Borrower to Agent and thirty (30) days after receipt of the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee Title Objection Notice (the “Consent Fee”"Title Cure Period") equal to 50 basis points multiplied by each cure Purchaser's Title Objections, but has no obligation to do so. Pending such Lender’s Commitment; providedcure, however that only 40% of the Consent Fee Closing shall be due and payable postponed to the extent necessary to accommodate such time period. Upon such cure, the Closing shall be held on the later of (a) the scheduled Closing Date, and or (b) three (3) business days after the remaining 60% date such cure is completed. If Seller (i) elects not to cure any or all of the Consent Fee Title Objections; (ii) elects to cure any one or more of the Title Objection and commences a cure of any of Purchaser's Title Objections and such cure is not completed within the Title Cure Period; or (iii) if Seller later notifies Purchaser, in writing, that it cannot or does not intend to cure any one or more of Purchaser's Title Objections then, by providing written notice of Purchaser's election within two (2) business days after the end of the Title Cure Period with respect to subsection (ii) above or Purchaser's receipt of Seller's notice as to subsections (i) or (iii) above, whichever is applicable, Purchaser shall elect to do one of the following as Purchaser's sole remedy: (i) terminate this Agreement; or (ii) waive the uncured Purchaser's Title Objection(s) and proceed to Closing. If Purchaser does not give notice of its election to terminate under this subsection (a) by the end of said two (2) business day period, time being of the essence, Purchaser shall be due deemed to have waived Purchaser's Title Objections and payable on elected to proceed to Closing, without diminution of the Fourth Amendment Effective Date; provided further, howeverPurchase Price. Notwithstanding anything to the contrary contained in this Agreement, if at Closing there are any mechanic's or materialmen's liens or mortgages, deeds of trust or other instruments creating a lien for borrowed money created by Seller or any Subsidiary other than any Existing Debt assumed by Purchaser (collectively. "Liens") , Seller shall discharge same of record and apply such portion of the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, Purchase Price or such later date Seller's funds as may be agreed necessary to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)discharge same.

Conditions Precedent to Closing. The obligations of the Lender under this Agreement required to be fulfilled on or before the Closing Date of this Amendment is subject to its receipt, on or before the following conditionsClosing Date, of each of the following, each (unless otherwise expressly stated) in form and substance satisfactory to the Lender: 7.1 this Amendment shall have been (a) the Note, properly executed on behalf of the Borrower; (b) the fully executed Fee Letter; (c) the Performance Guaranty, properly executed on behalf of Brooke Corporation for the benefit of the Lender; (d) the Custodial Agreement, properly executed on behalf of the Custodian, the Borrower and the Lender; (e) the Purchase and Sale Agreement, properly executed on behalf of the Borrower and the Seller; (f) the Servicing Agreement, properly executed on behalf of the Lender, the Borrower, the Subservicer and the Servicer; (g) the Backup Servicing Agreement, properly executed by the Required Lenders, AgentBorrower, the Guarantors Servicer, the Lender and Borrowerthe Backup Servicer; 7.2 Borrower shall be diligently pursuing (h) the Bond ResolutionCollection Account Agreement, properly executed by the Borrower, the Collection Account Bank and the Lender and the account number assigned by the Collection Account Bank to the Collection Account pursuant to the terms set forth in Schedule 2such Collection Account Agreement; 7.3 (i) financial statements or documents, satisfactory to the Lender, which evidence the initial capitalization of the Borrower shall at levels acceptable to the Lender; (j) financing statements sufficient when filed (in the judgment of the Lender) to perfect the Security Interest granted to the Lender hereunder; (k) current searches of appropriate filing offices showing that no state or federal tax liens have paid all fees been filed and expenses remain in effect against the Borrower or the Seller, and that no financing statements or other notifications or filings have been filed and remain in effect against the Borrower or the Seller with respect to be paid by Borrower to Agent any Collateral, other than those for which the Lender has received an appropriate release, termination or satisfaction or those permitted in accordance with Section 8.1; (l) a certified copy of the resolutions of the board of directors of each Brooke Party, the Servicer and the Lenders in connection with Backup Servicer evidencing approval of all Transaction Documents and the Credit Agreement and this Amendment, all fees, expenses and costs other matters contemplated hereby; (including reasonable attorneys’ fees and expenses but excluding m) copies of the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account organizational documents of each Lender (including Wachovia BankBrooke Party, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, Servicer and the remaining 60% Backup Servicer certified by the Secretary or Assistant Secretary of such Brooke Party, the Consent Fee shall be due Servicer and payable on the Fourth Amendment Effective Date; provided furtherBackup Servicer (respectively) as being true and correct copies thereof; (n) a certificate of good standing with respect to each Brooke Party, however, if the Fourth Amendment Effective Date does Servicer and the Backup Servicer dated not occur more than thirty (30) days prior to the Effectiveness Termination Datedate hereof, or and evidence satisfactory to the Lender that such later date as may be agreed to by the LendersBrooke Party, the remaining 60% Servicer and the Backup Servicer are qualified to conduct its business in each state where it presently conducts such business if failure to obtain any such qualification or licensing could have a Material Adverse Effect; (o) a certificate of the Consent Fee shall no longer be due and payable; 7.4 receipt by AgentSecretary or an Assistant Secretary of each Brooke Party, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment the Servicer and the amendments Backup Servicer, which shall certify the names of the officers of the relevant Person authorized to sign the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement Transaction Documents and the other Loan Documents documents or certificates to be delivered pursuant to this Agreement, including requests for Advances, together with the true signatures of such officers. The Lender may conclusively rely upon such certificates until they shall receive a further certificate of the Secretary or an Assistant Secretary of each Brooke Party, the Servicer and certificates related to the Backup Servicer (as the case may be) canceling or amending the prior certificate and submitting the signatures of the officers named in such resolutionsfurther certificate; 7.5 receipt by Agent (p) payment of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and fees owed as of the Closing Date as if made on and to the Lender under this Agreement, the Fee Letter, or otherwise; (q) audited financial statements for the period ended December 31, 2005, for Brooke Corporation (as of such date unless stated to relate to a specific earlier date date) and unaudited financial statements for quarter ended June 30, 2006 for the Borrower (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date); (r) a signed copy of one or more opinions of counsel for the Borrower, including a true sale opinion, a non-substantive consolidation opinion, a perfection opinion, tax opinion, standard corporate, authority and enforceability opinions, all in form and substance satisfactory to the Lender and addressed to the Lender; (s) a signed copy of one or more opinions of counsel for the Custodian and the Servicer including standard corporate, authority and enforceability opinions, all in form and substance satisfactory to the Lender and addressed to the Lender; (t) a Borrowing Base Certificate as of a date not more than one (1) Business Day prior to the Closing Date, together with evidence satisfactory to the Lender of delivery to the Custodian of Custodian File for all Eligible Loans therein described, and of compliance with the Borrowing Base; (u) the account number assigned by the Collection Account Bank to the Collection Account pursuant to the Collection Account Agreement; (v) each Trust Account Intercreditor Agreement, as amended, properly executed by each of the parties thereto; (w) all powers of attorney that are required under this Agreement; (x) evidence satisfactory to the Lender that all waivers, consents, approvals and authorizations required for the Borrower, the Seller and the Servicer to execute, deliver, and perform its obligations under the Transaction Documents have been obtained; and (y) such other documents as the Lender may reasonably request.

Conditions Precedent to Closing. The Closing Date obligation of this Amendment is the Lender to close the Loan and make any Advances hereunder at closing shall be subject to the following conditions: 7.1 this Amendment condition precedent that the Lender shall have been properly executed by received on or before the Required LendersClosing Date the following, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on dated the Closing Date, in form and substance satisfactory to the remaining 60% Lender: (a) The Note, duly executed by the Borrower; (b) The Second Amended and Restated Registration Rights Agreement, duly executed by the Borrower; (c) The Amended and Restated Security Agreement, duly executed by the Borrower; (d) The Amended and Restated Patent Security Agreement, duly executed by the Borrower; (e) The Amended and Restated Subsidiary Security Agreement, duly executed by ATI; (f) The Amended and Restated Subsidiary Guaranty, duly executed by ATI; (g) The IEP Guaranty, duly executed by IEP; (h) The IEP Security Agreement, duly executed by IEP; (i) The ATI Stock Pledge Agreement, duly executed by ATI; (j) UCC-1 financing statements with respect to the security interests granted to Lender by IEP under the Loan Documents for such locations as the Lender may deem necessary to perfect the Lender's security interests, duly executed by IEP; (k) The Warrant, duly executed by the Borrower. (l) The Amended and Restated Stock Pledge Agreement, duly executed by the Borrower; (m) A conditional assignment of Borrower's lease(s) of real property, together with a written consent to such assignment from Borrower's landlord(s) and a written waiver by such landlord(s) of certain rights of landlord under its lease(s) in furtherance of the Consent Fee shall be due exercise by Lender of its rights under the Amended and payable on the Fourth Amendment Effective Date; provided furtherRestated Security Agreement, howeverall in form and substance satisfactory to Lender; (n) A binder of an endorsement to Borrower's fire, if the Fourth Amendment Effective Date does not occur prior hazard and extended coverage insurance policy (with a long form endorsement) with respect to the Effectiveness Termination Date, or assets given as collateral pursuant to the Amended and Restated Security Agreement showing the Lender as loss payee in form satisfactory to the Lender and to Borrower's comprehensive liability policy (with a long form endorsement) and Borrower's product liability policy (with a long form endorsement) with respect to Borrower's business showing the Lender as an additional insured under such later date policy; (o) A binder of an endorsement to business interruption coverage insurance policy (with a long form endorsement) with respect to Borrower's business showing the Lender as may be agreed loss payee in form satisfactory to by the Lenders, the remaining 60% Lender; (p) A certified copy of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s the board of directors or similar governing body of the Borrower approving this Amendment transaction in the form attached as EXHIBIT III; (q) A certificate of the secretary or an assistant secretary of the Borrower certifying the names and true signatures of the amendments officers of the Borrower authorized to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement sign each Loan Document to which it is a party and the other Loan Documents and certificates related documents to such resolutionsbe delivered by it hereunder; 7.5 receipt by Agent (r) Copies of opinions consents of third parties necessary for the consummation of this transaction; (s) A favorable opinion of counsel for the Borrower, in substantially the form of EXHIBIT IV and as to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and as the transactions contemplated hereby as Agent Lender may reasonably request; and 7.6 (t) Such other documents and information as the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)Lender may reasonably request.

Conditions Precedent to Closing. (a) The Closing Date of this Amendment is subject following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein (“Purchaser’s Conditions Precedent”): (i) Prior to the following conditions: 7.1 this Amendment expiration of the period commencing on the Effective Date and continuing for ninety (90) days thereafter (as such initial 90-day period may be extended by Purchaser as provided below, the “Lender’s Approval Period”), Purchaser shall have been properly executed obtained, on terms acceptable to Purchaser in its sole discretion, approval from the Assumed Loan Lender for the assumption of the Assumed Loan by the Required Lenders, AgentPurchaser, the Guarantors assignment of the Assumed Loan by Seller and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolutionrelease of Seller or any guarantor of the Assumed Loan affiliated with Seller from their respective obligations under the Assumed Loan Documents from and after the Closing, pursuant to the terms set forth in Schedule 2; 7.3 Borrower and shall have paid all fees and expenses delivered reasonably satisfactory written evidence of the same to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee Seller (the “Consent FeeAssumption Approval”). The “Assumption Approval” shall be deemed to include (1) equal the satisfactory completion by the Assumed Loan Lender of all diligence investigations, inspections and tests, and (2) the full negotiation and final approval of the Loan Assumption Documents (as defined below) by Purchaser, Seller and the Assumed Loan Lender. Purchaser shall have the one-time right to 50 basis points multiplied by each such extend the initial 90-day Lender’s Commitment; providedApproval Period for an additional period of up to ninety (90) days, however provided that only 40% (A) Purchaser delivers written notice to Seller of its election to so extend the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur initial 90-day Lender’s Approval Period five (5) business days prior to the Effectiveness Termination Dateexpiration of the initial 90-day Lender’s Approval Period (the “Extension Notice”), (B) simultaneously with Purchaser’s delivery of the Extension Notice, Purchaser shall deliver to Seller an additional Promissory Note in the form attached hereto as Exhibit E and in the face amount of one percent (1%) of the Purchase Price, or such later date as may Two Hundred Twenty-One Thousand Two Hundred Thirty and No/100 Dollars ($221,230.00) (which, for purposes of this Agreement, shall be agreed deemed to by the Lenders, the remaining 60% constitute and be a part of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇“▇▇▇▇▇▇▇ & Money Note” and shall be held by Seller pursuant to the terms of Section 3 above), and (C) Assumed Loan Lender shall not have refused to grant the Assumption Approval at any time prior to Purchaser’s delivery of the Extension Notice. Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Assumption Approval, however, Purchaser shall be solely responsible to pay to Assumed Loan Lender any and all costs, fees and expenses required in connection with the Assumed Loan assignment, assumption and release (other than Seller’s legal fees to review the Loan Assumption Documents). Purchaser and Seller shall execute and deliver at Closing, a loan assumption agreement and any other documents required in connection with the assignment and assumption of the Assumed Loan and the release of Seller and any guarantor affiliated with Seller on the terms reflected in the Assumption Approval, in form and content reasonably satisfactory to Purchaser and Seller (the “Loan Assumption Documents”). In the event that Seller or Purchaser fails to execute and deliver the Loan Assumption Documents or the Assumed Loan Lender fails to approve the assignment, assumption and release as aforesaid, either Seller or Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ LLPMoney Note to Purchaser. Purchaser shall apply to Assumed Loan Lender for Assumption Approval within sixty (60) days after the Effective Date (the “Assumption Commencement”) and use good faith and diligent efforts to obtain such consent from the Assumed Loan Lender prior to the expiration of the Lender’s Approval Period; provided, addressing due authorizationhowever, execution so long as Purchaser complies with its obligations under this Section 8(a)(i), in no event shall Purchaser have any liability for its failure to achieve such consent. (ii) Prior to the expiration of the Lender’s Approval Period, Purchaser shall have obtained, on terms acceptable to Purchaser in its sole discretion, consent from the Ground Lessor for the assignment of the Ground Lease from Seller to Purchaser, the assumption of all future obligations of the ground lessee thereunder, and enforceability the release of this AmendmentSeller, no conflicts as well as any affiliates of Seller from all future obligations thereunder (the “Ground Lessor Consent”). Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Ground Lessor Consent, however, Purchaser shall be solely responsible to pay to such lessor any law or and all costs, fees and expenses required in connection with the Ground Lessor Consent, if any. Purchaser and Seller shall execute and deliver at Closing, an assignment and assumption of lease agreement and any other agreementsdocuments required in connection with the assignment and assumption of the Ground Lease and release of Seller and any affiliates of Seller as aforesaid, in form and content reasonably satisfactory to Purchaser and Seller (the “Ground Lease Assignment Documents”). In the event that Purchaser or Seller fails to execute and deliver the Ground Lease Assignment Documents or the Ground Lessor fails to grant the Ground Lease Consent, either Purchaser or Seller shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ Money Note to Purchaser. Purchaser shall apply to Ground Lessor for Ground Lessor Consent within five (5) business days after the Effective Date and use good faith efforts to obtain such consent from the Ground Lessor prior to the expiration of the Lender’s Approval Period; provided, however, so long as Purchaser complies with its obligations under this Section 8(a)(ii), in no event shall Purchaser have any liability for its failure to obtain such consent. (iii) Prior to the expiration of the Lender’s Approval Period, the OP Units to be issued to the Beneficial Owners pursuant to this Agreement, together with the OP Units to be issued by Purchaser to the beneficial interest holders of the seven other Delaware statutory trusts known as Mission ▇▇▇▇▇▇ Creek, DST, Mission Battleground Park, DST, Mission Brentwood, DST, Mission Capital Crossing, DST, Mission Mayflower Downs, DST, Mission ▇▇▇▇▇▇▇ ▇▇▇▇, DST, and Mission Tanglewood, DST (collectively, the “Other DSTs”) in accordance with the seven purchase and sale agreements of contemporaneous date herewith between Purchaser and the Other DSTs shall have been duly registered (collectively, the “Registrations”) pursuant to an effective registration statement with the U.S. Securities and Exchange Commission (“SEC”) and in each state or provincial jurisdiction where registration is required in accordance with all applicable federal, state and provincial laws, rules and regulations (each, a “Registration Statement” and collectively, the “Registration Statements”). Purchaser agrees to use good faith and diligent efforts to prepare and file the Registration Statements and to cause the Registration Statements to be declared effective in each jurisdiction where required, and shall commence the process of obtaining the Registrations within the Assumption Commencement. Seller agrees to provide Purchaser and its auditor with reasonable assistance and cooperation, at no cost or expense to Seller, in preparing the Registration Statements, including, without limitation, by providing Seller with access to any audited and unaudited financial statements previously prepared by Seller and its auditors, bank statements, general ledgers, accountant’s work papers, property records, and such other matters relating to this Amendment books and the transactions contemplated hereby records as Agent Purchaser may reasonably request; , and by providing an assurance or representation letter on Purchaser’s auditor’s form and a response to the Audit Inquiry Letter (as defined below) from Seller’s counsel on such counsel’s standard form of response to an audit inquiry letter, all in order to prepare such Registration Statements (provided that in no event shall Seller or any affiliate of Seller have any liability to Purchaser or its auditor for the assurances or representations made therein). In the event that the Purchaser’s Condition Precedent contained in this Section 8(a)(iii) is not satisfied prior to the expiration of the Lender’s Approval Period, Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ Money Note to Purchaser. In the event that (a) the OP Units are duly registered pursuant to a Registration Statement that has been declared effective by the SEC and by each other jurisdiction where each of the Beneficial Owners reside, but the Registration Statement is not yet effective in certain other jurisdictions where each of the beneficial owners of the Other DSTs reside, and (b) Purchaser has received comments and feedback on the Registration Statements from each jurisdiction such that Purchaser reasonably determines that material changes will be required to the disclosure statement contained in the Registration Statement before it will become effective in those remaining jurisdictions in accordance with the laws, rules and regulations of each such jurisdiction, then Purchaser may elect to defer Closing on the Property under this Agreement until such time as the Registration Statements become effective in such other jurisdictions or the Purchaser believes no further material changes will be required to the disclosure statement contained in the Registration Statements. For the avoidance of doubt, Seller and Purchaser intend to proceed to Closing as soon as reasonably practicable, and Purchaser will only defer Closing to the extent it has a reasonable belief that material changes to the disclosure statement contained in the Registration Statements will be required. Purchaser will provide regular status updates to Seller with respect the effectiveness of the Registration Statements in each jurisdiction, and, to the extent Purchaser believes a material change to the disclosure statement contained in the Registration Statements will be required, Purchaser will share any correspondence received from any jurisdiction on the issue and will discuss the issue with Seller and explain the basis of Purchaser’s belief that such a material change will be required. Notwithstanding the foregoing, Seller understands and acknowledges that any determination regarding the materiality of any change in or issue relating to the Registration Statement shall be made by Purchaser. 7.6 (iv) Immediately following the fact time that the Registration Statement filed with the SEC and each applicable state or other jurisdiction is declared effective, Seller shall have confirmed to Purchaser its acceptance of the Net Purchase Price in the form OP Units, which acceptance shall be in Seller’s sole discretion. (v) Title shall have been approved by Purchaser under Section 4 with Title Insurer standing ready to issue a leasehold owner’s policy of title insurance (and an endorsement to the existing mortgagee’s title insurance policy in the form required by the Assumed Loan Lender) in the form customarily delivered in the State and otherwise in accordance with Section 4, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Encumbrances and the encumbrances related to the Assumed Loan, together with such endorsements as Purchaser reasonably may require and as are available in the State in which the Real Property is located (the “Title Policy”). (vi) Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) in the form attached hereto as Exhibit M updating the representations and warranties of Borrower Seller through Closing, which Certificate Seller covenants to deliver unless material new matters or knowledge of a material defect arises, in which case Seller shall deliver a Certificate stating such matter. Purchaser may then (i) waive such matter and each Guarantor consummate the transaction contemplated hereby or (ii) terminate this Agreement, in which case neither party shall have any further obligations or liabilities hereunder and any documents shall be returned to the party depositing the same and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser. (vii) There shall be no Hazardous Materials at the Property that were not shown in the Phase I or Phase II (if applicable). In the event that any Purchaser’s Conditions Precedent is not satisfied, Purchaser shall give written notice thereof to the Seller, and unless Purchaser waives such Purchaser’s Conditions Precedent, this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Article 5 of Section 7, and the Credit Agreement and Section 8 of this Amendment ▇▇▇▇▇▇▇ Money Note shall be truereturned to Purchaser. (b) As a condition precedent to Seller’s obligations to consummate the purchase and sale transaction contemplated herein (“Seller’s Conditions Precedent”), correct and complete (i) Purchaser shall have duly performed in all material respects on each and every covenant and agreement to be performed by Purchaser pursuant to this Agreement, (ii) Purchaser’s representations, warranties and covenants shall be true and correct in all material respects as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date Date, (in which case such representations and warranties iii) Assumed Loan Lender shall have been truegranted the Assumption Approval pursuant to the terms of Section 8(a)(i) above, correct (iv) Ground Lessor shall have granted the Ground Lessor Consent and complete Purchaser and Seller shall have executed the Ground Lease Assignment Documents pursuant to the terms of Section 8(a)(ii) above, and (v) Purchaser shall have obtained the Registrations pursuant to the terms of Section 8(a)(iii) above. In the event that any Seller’s Conditions Precedent are not satisfied, Seller shall give written notice thereof to the Purchaser, and unless Seller waives such Seller’s Conditions Precedent, this Agreement shall terminate and both Purchaser and Seller shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in all material respects on and as of such earlier date)Section 7.

Conditions Precedent to Closing. The 7.1 Unless waived by Purchaser in writing, the obligation of Purchaser to close is conditional upon satisfaction of the following conditions by the Closing Date Date: 7.1.1 All representations and warranties of Seller shall remain true and correct as of closing. 7.1.2 Seller shall have performed (or tendered performance of) all material covenants, obligations, terms and provisions of this Amendment is subject Agreement to be performed by Seller. 7.1.3 Seller shall terminate or cause to be terminated the following conditions: 7.1 this Amendment shall have been properly executed by obligations and matters: a) Lease Agreement between Hallandale School, LLC , as Landlord, and Hallandale Jewish Center, Inc., as Tenant; b) Lease Agreement between Hallandale School, LLC, as Landlord, and National Ben Gamla Charter School Foundation, as Tenant (to include termination of the Required Lenders, Agent, option to purchase contained therein); and c) the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant obligation to the terms maintain memorial plaques as more particularly set forth in Schedule 2; 7.3 Borrower Article XI. E, of that certain Contract for Sale and Purchase, dated on or about May 7, 2008, Hallandale School, LLC, as buyer, and Hallandale Jewish Center, Inc., as seller. With respect to item a), above, the sum of 0ne Hundred Thousand dollars ($100,000.00) shall have paid all fees and expenses be retained from Seller’s closing proceeds. In the event that the Hallandale Jewish Center, Inc. is still in possession of the property pursuant to be paid by Borrower to Agent and its’ lease six (6) months from the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs date of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee closing (the “Consent FeeRent Commencement Date”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided), however then from that only 40% of the Consent Fee date forward, Buyer shall be due and payable authorized to withdraw from the retained funds, on a monthly basis, a prorated amount from the Closing DateRent Commencement date through May 7, and the remaining 60% 2013. By way of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, howeverillustration, if the Fourth Amendment Effective Closing Date does not occur prior is November 1, 2011, the obligation to pay Buyer “rent” (Buyer reserves the right to allocate a portion of the funds drawn upon as rent and/or administrative expense) would commence May 1, 2012. The $100,000.00 of retained funds would then be prorated over the remaining term, ending May 7, 2013 to determine the monthly payment to the Effectiveness Termination DateBuyer. In the event that the Hallandale Jewish Center, or such later date Inc., remains in possession as may be agreed a holdover tenant, then Seller hereby agrees to by indemnify Buyer for its’ attorney fees (trial and appellate) and costs to bring an eviction action against the Lenders, the remaining 60% of the Consent Fee tenant. This obligation shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments expressly survive closing. With respect to the Credit Agreement contained said memorial plaques (item c, above), Seller shall indemnify and hold harmless the Buyer herein, authorizingfrom and against all claims, among other things, the execution and delivery liabilities and/or lawsuits brought by the appropriate officers or on behalf of Borrowerof, and Hallandale Jewish Center, Inc., arising from or connected to the performance obligation to maintain the memorial plaques. This provision shall expressly survive closing.‌‌ 7.1.4 Seller shall provide evidence to Buyer that any claims made by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPhave been released. If Seller is unable to obtain such a release, addressing due authorizationthen Seller shall indemnify and hold harmless the Buyer from and against any claims, execution obligations, losses or such other impositions, including attorney fees (trial and enforceability appellate) and costs incurred by Buyer to defend and/or pay any such claims. This provision shall expressly survive closing. 7.1.5 Approval of this AmendmentOption Purchase Agreement by the governing body (i.e., no conflicts Commission) of the City of Hallandale Beach, Florida, in accordance with the requirements of law. 7.2 In the event any law or any other agreementsof the foregoing conditions precedent to closing are not satisfied by the Closing Date, and then in such other matters relating event Purchaser shall have the option of (i) canceling this Agreement in which event the Escrow Agent shall return the Deposit, together with interest accrued thereon to this Amendment Purchaser and the transactions contemplated hereby as Agent may reasonably request; and 7.6 parties shall be released from any further obligations under this Agreement, or (ii) waiving the fact that condition and Closing in accordance with the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 terms of this Amendment shall be true, correct and complete Agreement without reduction in all material respects on and as the Purchase Price except for the obligations under Sections 4.1 of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)this Agreement.

Conditions Precedent to Closing. The Closing Date obligation of Administrative Agent and ▇▇▇▇▇▇▇ to enter into this Amendment Agreement is subject to the satisfaction or waiver by Administrative Agent of the following conditionsconditions precedent: 7.1 (a) Administrative Agent’s receipt of the following, each in form and substance satisfactory to Administrative Agent (collectively, the “Modification Documents”): (i) this Amendment shall have been properly Agreement duly executed by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & and Guarantor; (ii) a deposit account control agreement (or amendment to an existing deposit account control agreement) with respect to each Controlled Account in place as of the Effective Date, duly executed by the applicable Borrower or Borrowers and the applicable Depository Bank; (iii) a Contribution Agreement, duly executed by each Borrower, in the form attached as Exhibit B hereto; (iv) the Accenture Pledge Agreement, duly executed by each Accenture Pledgor; (v) each Prime Pledge Agreement, duly executed by Prime Pledgor; (vi) an amendment to each assignment of a Pledged Swap, duly executed by ▇▇▇▇▇▇ LLP▇▇▇▇, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreementsthe applicable counterparty, and such other matters relating Administrative Agent; (vii) a modification of each Security Instrument with respect to this Amendment Agreement, duly executed by the applicable Borrowers, which modification shall be delivered to a title company for recordation, together with (x) confirmation from such title company that such modification is in proper form to be recorded, with all required original signatures and acknowledgments thereto and (y) a commitment from such title company to record such modification at the direction of Administrative Agent on the Effective Date and to issue any title policy endorsements requested by Administrative Agent in accordance with Administrative Agent’s instructions; and (viii) a subordination agreement (or amendment to an existing subordination) with respect to each property management agreement, leasing services agreement, co-management agreement and other similar property services agreement designated by Administrative Agent; (b) Borrowers shall have used commercially reasonable efforts to obtain and deliver to Administrative Agent an executed subordination, non-disturbance and attornment agreement, in form and substance acceptable to Administrative Agent, from each tenant either occupying greater than 20,000 square feet or whose lease (or memorandum thereof) has been recorded or contains an option to purchase the applicable Property; (c) Borrowers shall have delivered to Administrative Agent executed estoppels from tenants of each Property with respect to at least seventy-five percent (75%) of the leased area of such Property, in such form as may be required under the existing leases and otherwise acceptable to the Administrative Agent in its reasonable discretion; (d) Administrative Agent shall have received all filings and recordations that are necessary or desirable to perfect the security interests of Administrative Agent, on behalf of itself and the transactions contemplated hereby Lenders, in the Pledged Equity Interests and Administrative Agent shall have received evidence reasonably satisfactory to Administrative Agent that upon such filings and recordations such security interests constitute valid and perfected first priority liens thereon; (e) Administrative Agent shall have received the results of a Lien search (including a search as to judgments, pending litigation, bankruptcy and tax), in form and substance reasonably satisfactory to Administrative Agent, made against Borrowers, Guarantor and the Pledgors, in such jurisdictions as Administrative Agent may reasonably request, including the state and county of formation and principal place of business of such Person, the state and county where any applicable Property is located, and in each jurisdiction in which filings or recordations under the applicable Uniform Commercial Code should be made to evidence or perfect security interests in any applicable Pledged Equity Interests; (f) Administrative Agent shall have received updated title searches and searches of Uniform Commercial Code filings in, as applicable, the jurisdiction of organization and principal place of business of each Borrower and each jurisdiction where any Property is located, and copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Encumbrances (as defined in the Security Instrument); (g) Borrowers, Guarantor and Pledgors, as applicable, shall have delivered to Administrative Agent the following, each in form and substance satisfactory to Administrative Agent: (i) resolutions authorizing this Agreement, the Pledge Agreements, the Security Instrument modifications and all other Modification Documents, and (ii) secretary’s certificates (including incumbency certificates), certifying copies of organizational documents, certificates of formation, certificates of good standing, and applicable certificates of foreign qualification; (h) Administrative Agent shall have received (x) favorable opinions of counsel to ▇▇▇▇▇▇▇▇▇, Guarantor and the Pledgors, addressed to Administrative Agent and each Lender, as to such matters, and otherwise in form and substance, acceptable to Administrative Agent and the Lenders, and (y) a favorable opinion of local counsel to Borrowers in Singapore and in each State in which a Property is located, addressed to Administrative Agent and each Lender, as to such matters, and in form and substance, acceptable to Administrative Agent and the Lenders; (i) Administrative Agent shall have received copies of amendments to, or amended and restated, operating agreements of the Accenture Pledged Entities, permitting the pledge of the Equity Interests in the Accenture Pledged Entities, in each case in form and substance acceptable to Administrative Agent; (j) Unless waived or otherwise agreed to by Administrative Agent, Administrative Agent shall have received such other instruments, documents, certificates and other information from each Borrower, Guarantor, and any other Person, in form and content satisfactory to Administrative Agent, as identified on the closing checklist distributed to Borrowers most recently prior to the Effective Date; (k) Guarantor shall have delivered a direction letter, in form and substance satisfactory to Administrative Agent, to each swap counterparty with respect to the Pledged Swaps, instructing each such swap counterparty to deposit all net revenue recognized by Guarantor from such Pledged Swap into the Cash Management Account from and after the Effective Date; (l) Borrowers shall have paid to Administrative Agent, for the benefit of the Lenders, $1,202,282.93 (i.e., 50% of the Upfront Fee (as defined in the Fee Letter), which Upfront Fee is equal to 0.50% of the aggregate Commitments as of the Effective Date); (m) Borrowers shall have paid Administrative Agent, for the benefit of the applicable Person, all other fees and expenses, if any, payable under the Fee Letter on or before the Effective Date; and 7.6 (n) Borrowers shall have paid Administrative Agent all fees, commissions, costs, charges, taxes and other expenses incurred by Administrative Agent and its counsel in connection with this Agreement (including, but not limited to, reasonable fees and expenses of Administrative Agent’s counsel and all recording fees, taxes and charges) for which Administrative Agent has requested payment in writing (including by email) prior to the fact that date hereof. For purposes of determining compliance with the representations and warranties of Borrower conditions specified in this Section 5, Administrative Agent and each Guarantor contained in Article 5 of the Credit Lender that has signed this Agreement and Section 8 of this Amendment shall be truedeemed to have consented to, correct and complete approved or accepted or to be satisfied with each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or a Lender, as applicable, except as otherwise provided in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)Section 6.

Conditions Precedent to Closing. (a) The Closing Date of this Amendment is subject following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein (“Purchaser’s Conditions Precedent”): (i) Prior to the following conditions: 7.1 this Amendment expiration of the period commencing on the Effective Date and continuing for ninety (90) days thereafter (as such initial 90-day period may be extended by Purchaser as provided below, the “Lender’s Approval Period”), Purchaser shall have been properly executed obtained, on terms acceptable to Purchaser in its sole discretion, approval from the Assumed Loan Lender for the assumption of the Assumed Loan by the Required Lenders, AgentPurchaser, the Guarantors assignment of the Assumed Loan by Seller and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolutionrelease of Seller or any guarantor of the Assumed Loan affiliated with Seller from their respective obligations under the Assumed Loan Documents from and after the Closing, pursuant to the terms set forth in Schedule 2; 7.3 Borrower and shall have paid all fees and expenses delivered reasonably satisfactory written evidence of the same to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee Seller (the “Consent FeeAssumption Approval”). The “Assumption Approval” shall be deemed to include (1) equal the satisfactory completion by the Assumed Loan Lender of all diligence investigations, inspections and tests, and (2) the full negotiation and final approval of the Loan Assumption Documents (as defined below) by Purchaser, Seller and the Assumed Loan Lender. Purchaser shall have the one-time right to 50 basis points multiplied by each such extend the initial 90-day Lender’s Commitment; providedApproval Period for an additional period of up to ninety (90) days, however provided that only 40% (A) Purchaser delivers written notice to Seller of its election to so extend the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur initial 90-day Lender’s Approval Period five (5) business days prior to the Effectiveness Termination Dateexpiration of the initial 90-day Lender’s Approval Period (the “Extension Notice”), (B) simultaneously with Purchaser’s delivery of the Extension Notice, Purchaser shall deliver to Seller an additional Promissory Note in the form attached hereto as Exhibit E and in the face amount of one percent (1%) of the Purchase Price, or such later date as may Two Hundred Seventy Eight Thousand Five Hundred Seventy and No/100 Dollars ($278,570.00) (which, for purposes of this Agreement, shall be agreed deemed to by the Lenders, the remaining 60% constitute and be a part of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇“▇▇▇▇▇▇▇ & Money Note” and shall be held by Seller pursuant to the terms of Section 3 above), and (C) Assumed Loan Lender shall not have refused to grant the Assumption Approval at any time prior to Purchaser’s delivery of the Extension Notice. Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Assumption Approval, however, Purchaser shall be solely responsible to pay to Assumed Loan Lender any and all costs, fees and expenses required in connection with the Assumed Loan assignment, assumption and release (other than Seller’s legal fees to review the Loan Assumption Documents). Purchaser and Seller shall execute and deliver at Closing, a loan assumption agreement and any other documents required in connection with the assignment and assumption of the Assumed Loan and the release of Seller and any guarantor affiliated with Seller on the terms reflected in the Assumption Approval, in form and content reasonably satisfactory to Purchaser and Seller (the “Loan Assumption Documents”). In the event that Seller or Purchaser fails to execute and deliver the Loan Assumption Documents or the Assumed Loan Lender fails to approve the assignment, assumption and release as aforesaid, either Seller or Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ LLPMoney Note to Purchaser. Purchaser shall apply to Assumed Loan Lender for Assumption Approval within sixty (60) days after the Effective Date (the “Assumption Commencement”) and use good faith and diligent efforts to obtain such consent from the Assumed Loan Lender prior to the expiration of the Lender’s Approval Period; provided, addressing due authorizationhowever, execution so long as Purchaser complies with its obligations under this Section 8(a), in no event shall Purchaser have any liability for its failure to achieve such consent. (ii) Prior to the expiration of the Lender’s Approval Period, the OP Units to be issued to the Beneficial Owners pursuant to this Agreement, together with the OP Units to be issued by Purchaser to the beneficial interest holders of the seven other Delaware statutory trusts known as Mission ▇▇▇▇▇▇ Creek, DST, Mission Battleground Park, DST, Mission ▇▇▇▇▇▇ Parkway, DST, Mission Capital Crossing, DST, Mission Mayflower Downs, DST, Mission ▇▇▇▇▇▇▇ ▇▇▇▇, DST, and enforceability Mission Tanglewood, DST (collectively, the “Other DSTs”) in accordance with the seven purchase and sale agreements of this Amendmentcontemporaneous date herewith between Purchaser and the Other DSTs shall have been duly registered (collectively, the “Registrations”) pursuant to an effective registration statement with the U.S. Securities and Exchange Commission (“SEC”) and in each state or provincial jurisdiction where registration is required in accordance with all applicable federal, state and provincial laws, rules and regulations (each, a “Registration Statement” and collectively, the “Registration Statements”). Purchaser agrees to use good faith and diligent efforts to prepare and file the Registration Statements and to cause the Registration Statements to be declared effective in each jurisdiction where required, and shall commence the process of obtaining the Registrations within the Assumption Commencement. Seller agrees to provide Purchaser and its auditor with reasonable assistance and cooperation, at no conflicts cost or expense to Seller, in preparing the Registration Statements, including, without limitation, by providing Seller with access to any law or any other agreementsaudited and unaudited financial statements previously prepared by Seller and its auditors, bank statements, general ledgers, accountant’s work papers, property records, and such other matters relating to this Amendment books and the transactions contemplated hereby records as Agent Purchaser may reasonably request; , and by providing an assurance or representation letter on Purchaser’s auditor’s form and a response to the Audit Inquiry Letter (as defined below) from Seller’s counsel on such counsel’s standard form of response to an audit inquiry letter, all in order to prepare such Registration Statements (provided that in no event shall Seller or any affiliate of Seller have any liability to Purchaser or its auditor for the assurances or representations made therein). In the event that the Purchaser’s Condition Precedent contained in this Section 8(a)(ii) is not satisfied prior to the expiration of the Lender’s Approval Period, Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ Money Note to Purchaser. In the event that (a) the OP Units are duly registered pursuant to a Registration Statement that has been declared effective by the SEC and by each other jurisdiction where each of the Beneficial Owners reside, but the Registration Statement is not yet effective in certain other jurisdictions where each of the beneficial owners of the Other DSTs reside, and (b) Purchaser has received comments and feedback on the Registration Statements from each jurisdiction such that Purchaser reasonably determines that material changes will be required to the disclosure statement contained in the Registration Statement before it will become effective in those remaining jurisdictions in accordance with the laws, rules and regulations of each such jurisdiction, then Purchaser may elect to defer Closing on the Property under this Agreement until such time as the Registration Statements become effective in such other jurisdictions or the Purchaser believes no further material changes will be required to the disclosure statement contained in the Registration Statements. For the avoidance of doubt, Seller and Purchaser intend to proceed to Closing as soon as reasonably practicable, and Purchaser will only defer Closing to the extent it has a reasonable belief that material changes to the disclosure statement contained in the Registration Statements will be required. Purchaser will provide regular status updates to Seller with respect the effectiveness of the Registration Statements in each jurisdiction, and, to the extent Purchaser believes a material change to the disclosure statement contained in the Registration Statements will be required, Purchaser will share any correspondence received from any jurisdiction on the issue and will discuss the issue with Seller and explain the basis of Purchaser’s belief that such a material change will be required. Notwithstanding the foregoing, Seller understands and acknowledges that any determination regarding the materiality of any change in or issue relating to the Registration Statement shall be made by Purchaser. 7.6 (iii) Immediately following the fact time that the Registration Statement filed with the SEC and each applicable state or other jurisdiction is declared effective, Seller shall have confirmed to Purchaser its acceptance of the Net Purchase Price in the form OP Units, which acceptance shall be in Seller’s sole discretion. (iv) Title shall have been approved by Purchaser under Section 4 with Title Insurer standing ready to issue an owner’s policy of title insurance (and an endorsement to the existing mortgagee’s title insurance policy in the form required by the Assumed Loan Lender) in the form customarily delivered in the State insuring Purchaser’s interest in the Real Property, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Encumbrances and the encumbrances related to the Assumed Loan, together with such endorsements as Purchaser reasonably may require and as are available in the State in which the Real Property is located (the “Title Policy”). (v) Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) in the form attached hereto as Exhibit M updating the representations and warranties of Borrower Seller through Closing, which Certificate Seller covenants to deliver unless material new matters or knowledge of a material defect arises, in which case Seller shall deliver a Certificate stating such matter. Purchaser may then (i) waive such matter and each Guarantor consummate the transaction contemplated hereby or (ii) terminate this Agreement, in which case neither party shall have any further obligations or liabilities hereunder and any documents shall be returned to the party depositing the same and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser. (vi) There shall be no Hazardous Materials at the Property that were not shown in the Phase I or Phase II (if applicable). In the event that any Purchaser’s Conditions Precedent is not satisfied, Purchaser shall give written notice thereof to the Seller, and unless Purchaser waives such Purchaser’s Conditions Precedent, this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Article 5 of Section 7, and the Credit Agreement and Section 8 of this Amendment ▇▇▇▇▇▇▇ Money Note shall be truereturned to Purchaser. (b) As a condition precedent to Seller’s obligations to consummate the purchase and sale transaction contemplated herein (“Seller’s Conditions Precedent”), correct and complete (i) Purchaser shall have duly performed in all material respects on each and every covenant and agreement to be performed by Purchaser pursuant to this Agreement, (ii) Purchaser’s representations, warranties and covenants shall be true and correct in all material respects as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date Date, (in which case such representations and warranties iii) Assumed Loan Lender shall have been truegranted the Assumption Approval pursuant to the terms of Section 8(a)(i) above, correct and complete (iv) Purchaser shall have obtained the Registrations pursuant to the terms of Section 8(a)(ii) above. In the event that any Seller’s Conditions Precedent are not satisfied, Seller shall give written notice thereof to the Purchaser, and unless Seller waives such Seller’s Conditions Precedent, this Agreement shall terminate and both Purchaser and Seller shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in all material respects on and as of such earlier date)Section 7.

Conditions Precedent to Closing. The Closing Date and the initial disbursement of this Amendment is the Loans shall be subject to the following conditionsconditions precedent: 7.1 this Amendment (a) The Loan Documents shall have been appropriately completed, duly executed by the parties thereto, recorded where necessary and delivered to the Administrative Agent. (b) No Default or Event of Default shall have occurred and be continuing. (c) All representations and warranties contained herein shall be true and correct in all material respects at the Closing Date. (d) All legal matters incident to the Loans shall be reasonably satisfactory to the Administrative Agent, and the Borrowers agree to execute and deliver to the Administrative Agent such additional documents and certificates relating to the Loans as the Administrative Agent reasonably may request. (e) Financing statements in form and substance satisfactory to the Administrative Agent shall have been properly executed by filed in each office where necessary to perfect the Required Lenders, Agent, security interest of the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Administrative Agent, for the account ratable benefit of each Lender the Lenders, in the Collateral, termination statements shall have been filed with respect to any other financing statements covering all or any portion of the Collateral, except with respect to financing statements perfecting Liens permitted by this Agreement, and all taxes and fees then due with respect to such recording and filing shall have been paid by the Borrowers. (f) The Borrowers shall have delivered to the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrowers to authorize the execution and delivery of the Loan Documents, (2) certified copies of the articles or certificate of incorporation, bylaws, articles or certificate of organization and operating agreement of the Borrowers, (3) a certificate of incumbency for the officers of the Borrowers executing the Loan Documents, (4) a good standing certificate, dated not more than 30 days prior to the Closing Date, from the appropriate state official of any state in which the Borrowers are incorporated, and (5) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. (g) The Administrative Agent shall have received financing statement, judgment and tax lien searches reflecting that there are no Liens outstanding against the Collateral other than those created or permitted by this Agreement or the other Loan Documents. (h) The Administrative Agent shall have received evidence that the insurance on the Collateral required by this Agreement has been obtained and is in full force and effect, describing in reasonable detail the types and amounts of such insurance, and naming Administrative Agent as additional insured on liability policies and lender loss payee endorsements for property and casualty policies. (i) The Administrative Agent shall have received a written opinion of counsel to the Borrowers in form and substance reasonably satisfactory to the Administrative Agent. (j) There shall not have occurred a material adverse change since September 30, 2010, in the business, assets, liabilities (actual or contingent), operations or condition (financial or otherwise) of the Borrowers and their respective Subsidiaries taken as a whole or in the facts and information regarding such entities as represented to date. (k) The absence of any action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that purports (a) to materially and adversely affect the Borrowers or their respective Subsidiaries, or (b) to affect any transaction contemplated hereby or the ability of the Borrowers and their respective Subsidiaries or any other obligor under the guarantees or security documents to perform their respective obligations under the Loan Documents. (l) All Debt of the Existing Borrowers under the Existing Loan Agreement shall be paid in full and the Existing Loan Agreement shall be terminated. (m) The Administrative Agent shall have received a solvency certificate from the Chief Financial Officer of the Company which shall document the solvency of the Borrowers and SGS after giving effect to the transactions contemplated hereby (including, without limitation, the SGS Transaction). (n) The Administrative Agent shall have received a duly completed Pro Forma Compliance Certificate as of September 30, 2010, giving pro forma effect to any repayments or incurrence of Debt after such date (including Wachovia Bank, National Association) approving any incurrence of Loans under this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable Agreement on the Closing Date) and the SGS Transaction, signed by a Principal Officer of the Company. (o) The Administrative Agent shall have reviewed to its reasonable satisfaction certified copies of the duly executed SGS Transaction Documents, which shall provide for an aggregate purchase price for the Acquired SGS Stock not in excess of $52,500,000 (subject to adjustment as set forth in the SGS Transaction Documents) plus assumed liabilities (limited to payables and accruals described in the SGS Purchase Agreement and acceptable to the Administrative Agent in its sole discretion). The SGS Transaction Documents shall concurrently be consummated, and the remaining 60% of Acquired SGS Stock acquired by the Consent Fee Company, in accordance with the terms thereof and in compliance with applicable law and regulatory approvals. The SGS Transaction Documents shall be due and payable on the Fourth Amendment Effective Date; provided furthernot have been altered, howeveramended or otherwise changed or supplemented in any material respect or any material condition therein waived, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Closing Date, or such later date as may be agreed to by without the Lenders, the remaining 60% prior written consent of the Consent Fee shall no longer be due and payable; 7.4 receipt by Administrative Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date).

Conditions Precedent to Closing. 10.1 The Closing Date obligations of Buyer pursuant to this Amendment is Agreement shall, at the option of Buyer, be subject to the following conditionsconditions precedent: 7.1 this Amendment 10.1.1 No representation or warranty shall have been properly executed changed prior to Closing in such a way that constitutes a Material Adverse Change and no breach by Seller of its representations and warranties hereunder shall have occurred. Seller shall not have on or prior to Closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller’s part as required by the Required Lenders, Agent, the Guarantors and Borrower;terms of this Agreement. 7.2 Borrower 10.1.2 There shall be diligently pursuing no material adverse change in the Bond Resolutionmatters reflected in the Title Report, pursuant there shall not exist any material adverse encumbrance or title defect affecting the Property except for the Permitted Exceptions or matters to be satisfied at Closing, and Title Company shall be unconditionally committed to issue at Closing a Title Policy insuring fee simple title vested in Buyer, with coverage in the full amount of the Purchase Price and showing only those exceptions to title which are Permitted Exceptions, it being acknowledged that due to the terms set forth amount of coverage required hereunder, Buyer may elect by written notice delivered to Seller and Title Company prior to Closing, to require co-insurance with up to two (2) additional title companies having comparable financial strength to Title Company provided that any such co-insurance arrangement shall not delay Closing or result in Schedule 2;any additional cost to Seller. 7.3 Borrower 10.1.3 Seller shall have paid all fees obtained and expenses delivered to be paid by Borrower to Agent and the Lenders Buyer estoppel certificates, in connection accordance with the Credit Agreement and this Amendmenttheir respective Leases, all fees, expenses and costs from tenants representing seventy-five percent (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel75%) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due square feet which are leased and payable on occupied by tenants as of the Closing Effective Date, which shall include, at a minimum, estoppels from the following “Major Tenants”: Hilton Long Beach, US Customs, REMC Enterprises, Apriso, FBI, Medical Data Exchange, ACS Education Services and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, Ford ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorizationand each estoppel certificate shall be executed and delivered by the certifying tenant (collectively, execution and enforceability the “Estoppel Delivery Condition”). Unless otherwise required by the terms of this Amendmentany specific Leases, Seller will request estoppels from all tenants of the Property in the form attached hereto as Exhibit G. Seller will request the estoppels no earlier than sixty (60) days after the Effective Date, provided, however, no conflicts with any law or any other agreementsestoppel will be issued as of a date more than forty-five (45) days prior to Closing. Prior to delivering the estoppels to tenants for review and execution, Seller shall deliver drafts of the estoppels to Buyer for review and approval, and such other matters relating Buyer will have two (2) business days to review the draft estoppels and notify Seller of any requested corrections or additions thereto. Estoppel certificates shall be deemed to satisfy this Amendment condition precedent unless they disclose material adverse matters. Buyer shall notify Seller within three (3) business days of receipt of a copy of the executed estoppel certificate of its approval or disapproval and the transactions contemplated hereby as Agent may basis of such disapproval, if disapproved and Seller shall use commercially reasonable efforts to satisfy the Estoppel Delivery Condition by the date which is three (3) business days prior to Closing. If Buyer disapproves of an estoppel certificate because of a material, adverse matter disclosed therein, and Seller is unable to obtain a reasonably request; and 7.6 acceptable estoppel certificate prior to the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 Closing, then, at Buyer’s election, this Agreement shall terminate, Buyer shall be entitled to a refund of the Credit Agreement Deposit (including the Initial Deposit and the Additional Deposit), and neither party shall have any further obligation to the other except Buyer’s indemnification obligations under Section 8 5. If Buyer has not received the required amount of this Amendment estoppels to satisfy the Estoppel Delivery Condition by the date which is three (3) business days prior to Closing, then Seller or Buyer shall be true, correct and complete in all material respects on and as of permitted to extend the Closing Date as if made on and as until five (5) days after the receipt of all such date unless stated estoppels, to relate permit Seller to a specific earlier date secure such estoppels to meet the Estoppel Delivery Condition, but in no event shall Seller extend Closing by more than thirty (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)30) days.

Conditions Precedent to Closing. A. The Closing Date of this Amendment is subject following conditions are conditions precedent to ▇▇▇▇▇▇’▇ obligation to close on the following conditionstransactions contemplated hereby: 7.1 this Amendment (i) LBHI shall have been properly received a reliance letter from NTH Consultants regarding each of the Environmental Phase I Site Assessments Reports referenced on Exhibit 17 attached hereto, which reliance letter shall be in form and substance reasonably acceptable to LBHI; (ii) LBHI and the respective ▇▇▇▇▇▇ Designee shall have received an executed estoppel certificate (in form and substance reasonably acceptable to LBHI) executed by the Required Lendersboard of directors of the condominium association governing the real properties owned by Northville, Agentwhich shall state, among other things, that no Northville Technology Park condominium unit owners are in default under the Guarantors governing master deed and/or condominium documents (except as scheduled on Exhibit 24 attached hereto) and Borrowerthat all Northville Technology Park condominium unit owners are current in the payment of any assessments and fees under pursuant to the master deed and/or condominium documents (except as scheduled on Exhibit 24 attached hereto); 7.2 Borrower (iii) LBHI and the respective ▇▇▇▇▇▇ Designee shall be diligently pursuing have received evidence, in form and substance reasonably satisfactory to LBHI, of a recorded amendment to the Bond ResolutionNorthville Technology Park Master Deed which shall clarify and confirm that to the extent of any conflicting provisions between the recorded Northville Technology Park Master Deed dated January 24, pursuant to 2008 (the “Northville Master Deed”) and those contained in that certain Declaration of Covenants and Building and Use Restrictions for Northville Technology Park, recorded on June 24, 2002 in Liber 36455, Page 274, the terms set forth in Schedule 2the Northville Master Deed shall prevail, govern and control; 7.3 Borrower (iv) LBHI and the respective ▇▇▇▇▇▇ Designee shall have paid all fees received an executed estoppel certificate (in form and expenses substance reasonably acceptable to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counselLBHI) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to executed by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar of the condominium association governing body approving this Amendment and the amendments to real properties that are part of the Credit Agreement contained hereinCherry Creek Corporate Park Condominium, authorizingwhich shall state, among other things, that no Cherry Creek Corporate Park condominium unit owners are in default under the execution governing master deed and/or condominium documents (except as scheduled on Exhibit 24 attached hereto) and delivery by that all Cherry Creek Corporate Park condominium unit owners are current in the appropriate officers payment of any assessments and fees under pursuant to the master deed and/or condominium documents (except as scheduled on behalf of Borrower, Exhibit 24 attached hereto); (v) LBHI and the performance respective ▇▇▇▇▇▇ Designee shall have received an estoppel certificate executed by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, One ▇▇▇▇▇▇▇▇ & in the form attached hereto as Exhibit 25 confirming no defaults under any of the ground lease agreements to which One ▇▇▇▇▇▇▇▇ LLPis a tenant; (vi) PAMI shall have received the releases to each of the PAMI Guaranties required to be provided pursuant to the terms of Section 7 hereinabove, addressing due authorizationeach in form and substance acceptable to PAMI in PAMI’s sole and absolute discretion; (vii) LBHI has received each of the indemnities required to be provided pursuant to the terms of Section 12 hereinabove, execution each in form and enforceability substance substantially similar to those provisions set forth in Section 12 hereinabove; (viii) No action, suit or other proceeding shall be threatened or pending which would materially and adversely affect any of this Amendmentthe Schedule A Joint Ventures or the real property owned or ground leased by any of said Schedule A Joint Ventures, no conflicts or which seeks to restrain or prohibit, or to obtain damages or a discovery order with any law or any other agreements, and such other matters relating respect to this Amendment and Agreement or the consummation of the transactions contemplated hereby hereby; (ix) the condition and status of title relating to the real properties owned and/or ground leased by each of the respective Schedule A Joint Ventures (including ▇▇▇▇▇▇, One ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ Industrial) is substantially and materially in the condition as Agent may reasonably request; andshown on the proforma title commitments attached hereto as Exhibit 26. 7.6 the fact that (x) All of the representations and warranties of Borrower made by the respective Kojaian Affiliates in this Agreement are true and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete accurate in all material respects on when made and as of the Closing Date as if Date; (xi) On the Closing Date: (1) except for matters caused by the acts of LBHI, PAMI, any PAMI Affiliate, any ▇▇▇▇▇▇ Affiliate or any ▇▇▇▇▇▇ Designee, there shall not be any action, legal or administrative proceedings, or investigations pending or threatening against any of the Schedule A Joint Ventures, any of the respective Kojaian Affiliates owning an interest in any Schedule A Joint Venture, Schedule B Joint Venture and/or Schedule D Joint Venture, any of the respective Kojaian Designees to whom interests in any Schedule B Joint Venture(s) and/or any Schedule D Joint Venture(s) will be transferred to, and/or any of KMC, MK and CMK, before any court or before any governmental department, commission, board, agency or instrumentality which might (A) affect the validity or enforceability of this Agreement, (B) the performance of any such Kojaian Affiliate’s obligations hereunder or (C) any of the obligations of any of KMC, MK or CMK under any of the documents to be executed by any of them in connection with the transactions contemplated by this Agreement, or (D) the accuracy of any Kojaian Affiliate representation or warranty made on hereunder; (2) there shall be no new uncured violations of zoning, subdivision, fire, safety, pollution, health or Environmental Laws, ordinances, rules, regulations or orders of any federal, state, county, or local governmental authority or of any pending or threatened proceedings relating to any such violations relating to any property owned by any such Schedule A Joint Venture or Schedule D Joint Venture; and (xii) this Agreement and as all of such date unless stated to relate to a specific earlier date (in which case such representations and warranties the transactions contemplated and/or required by this Agreement shall have been trueapproved by a final Order entered by the United States Bankruptcy Court for the Southern District of New York (hereinafter the “BK Court Approval”). If the foregoing conditions set forth in this Section 16 have not been fully satisfied by September 20, correct 2009, then LBHI, on behalf of the ▇▇▇▇▇▇ Affiliates, PAMI and complete the PAMI Affiliates may elect to terminate this Agreement by providing written notice thereof to KMC on behalf of the Kojaian Affiliates, in all material respects which event this Agreement shall terminate and be of no further force and effect and, in such event, (x) the parties hereto shall have no further obligations under this Agreement and (y) no party to this Agreement shall be liable under this Agreement to any other party to this Agreement. Moreover, LBHI, acting on behalf of the ▇▇▇▇▇▇ shall have the right at any time to waive any of the conditions precedent contained in this Section 16(i) through (x), in its sole and as uncontrolled discretion, by delivery of written notice of such earlier date)waiver to KMC. Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto agrees that the effectiveness of this Agreement and each of the terms and provisions set forth in this Agreement and any of the transactions contemplated in this Agreement shall be subject, in their entirety, to the issuance of the BK Court Approval. B. The Kojaian Affiliates’ obligation to close on the transactions contemplated in this Agreement is conditioned on receipt of evidence of the BK Court Approval. At least three (3) business days prior to filing any motion seeking such BK Court Approval, LBHI shall provide to KMC, on behalf of the Kojaian Affiliates, for approval, a copy of the proposed motion and proposed order requested to be entered with the U.S. Bankruptcy Court if such motion for approval is granted, and KMC, on behalf of the Kojaian Affiliates, shall have the right to reasonably approve the content of such motion and order. If the BK Court Approval has not been issued by September 20, 2009, then KMC, acting on behalf of the Kojaian Affiliates, may elect to terminate this Agreement by providing written notice thereof to LBHI, in which event this Agreement shall terminate and be of no further force and effect, and, in such an event, (x) the parties hereto shall have no further obligations under this Agreement and (y) no party to this Agreement shall be liable under this Agreement to any other party to this Agreement.

Conditions Precedent to Closing. The Closing obligations of the Lenders to undertake the Revolving Loan Commitment as of the Agreement Date of this Amendment is are subject to the prior fulfillment of each of the following conditionsconditions at the closing of this Agreement: 7.1 this Amendment (a) The Administrative Agent shall have been properly received each of the following, in form and substance satisfactory to the Lender Group: (i) This duly executed Agreement; (ii) A duly executed Revolving Loan Note to the order of each Lender requesting a promissory note in the amount of such Lender’s Revolving Commitment Ratio of the Revolving Loan Commitment; (iii) The Engagement Letter duly executed by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2(iv) The duly executed Negative Pledge Agreement; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counselv) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of The legal opinions of counsel to Borrower and Guarantors(A) Milbank, PaulTweed, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇, LLP, addressing due authorizationcounsel to the Borrower Parties, execution and enforceability (B) W. ▇▇▇▇▇ ▇▇▇▇▇, in-house counsel to the Borrower Parties, in each case addressed to the Lender Group, together with copies of this Amendmentany legal opinions upon which any of the foregoing rely; (vi) With respect to each Borrower Party, no conflicts a loan certificate signed by an Authorized Signatory of such Borrower Party in substantially the form of Exhibit H, including a certificate of incumbency with any law respect to each Authorized Signatory of such Borrower Party, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of organization of such Borrower Party certified to be true, complete and correct by the Secretary of State for the State of such Borrower Party’s organization, (B) a true, complete and correct copy of the by-laws, partnership agreement or limited liability company or operating agreement of such Borrower Party, (C) a true, complete and correct copy of the resolutions of such Borrower Party authorizing the execution, delivery and performance by such Borrower Party of the Loan Documents and, with respect to the Borrower, authorizing the borrowings hereunder, and (D) certificates of good standing from each jurisdiction in which such Borrower Party is qualified or authorized to do business, except to the extent failure to be qualified or authorized to do business, or to be in good standing, could not reasonably be expected to have a Materially Adverse Effect; (vii) a certificate setting forth information required by the Patriot Act, including the identity of each Borrower Party, the name and address of each Borrower Party, and other information that will allow the Administrative Agent or any other agreementsLender, and such other matters relating as applicable, to this Amendment and identify each Borrower Party in accordance with the transactions contemplated hereby as Agent may reasonably requestPatriot Act; and 7.6 (viii) the fact that Borrower’s financial projections on a fiscal year basis through December 31, 2008. (b) All fees and expenses payable to the representations and warranties Administrative Agent, the Affiliates of Borrower the Administrative Agent, and each Guarantor contained in Article 5 other member of the Credit Agreement Lender Group in connection with the execution and Section 8 delivery of this Amendment shall be trueAgreement, correct including fees and complete in all material respects on expenses of counsel to the Administrative Agent, to the extent invoices for such fees and as of expenses have been delivered to the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties Borrower, shall have been true, correct and complete in all material respects on and as of such earlier date)paid.

Conditions Precedent to Closing. The Closing Date of this Amendment is Purchaser's obligations hereunder are subject to the satisfaction of the following conditions: 7.1 (a) Purchaser shall have had sufficient opportunity to have completed an examination of the Premises and conducted such engineering, environmental, and feasibility studies, including soil tests and borings on the Premises as are necessary to determine the physical and economical suitability of the Premises for Purchaser's proposed use, in order for Purchaser to have determined, in its reasonable discretion, that the Premises are suitable for Purchaser's proposed use and that its proposed use is economically feasible. Such studies shall be conducted by Purchaser at its sole cost and expense. Seller agrees to allow Purchaser reasonable access to the Premises to conduct such studies. Purchaser shall save, defend, indemnify, and hold Seller harmless from and against all claims, lawsuits, judgments, losses, liabilities, or expenses of any kind or nature which may be incurred by Seller as the result of Purchaser's negligence or misconduct with respect to any examination, test, or study on the Premises, excluding the discovery of any preexisting condition on the Premises. The obligations of Purchaser imposed by the preceding sentence shall survive any termination of this Amendment Agreement and shall survive Closing; (b) Purchaser shall have received an executed original of Seller's certification of nonforeign status made pursuant to Section 1445(b)(2) of the Internal Revenue Code and in a form substantially similar to Exhibit B attached hereto and incorporated by this reference; (c) Purchaser shall have determined to its satisfaction that utilities, including water, sanitary sewer, storm sewer, natural gas, and electricity are available to the Premises in a location and capacity adequate to accommodate Purchaser's intended use of the Premises; (d) Purchaser shall have determined to its satisfaction that the zoning of the Premises will permit Purchaser's proposed use of the Premises; (e) The conditions of the title to the Premises and survey matters shall have been properly executed approved by Purchaser in accordance with the Required Lendersprocedure set forth in Sections 13 and 14. Within ten days of full execution of this Agreement, AgentSeller shall deliver to Purchaser a copy of each existing survey, plat map, environmental or soils study, and the like in Seller's possession which further describes the Premises in order to assist Purchaser in its investigation of the Premises. Purchaser shall have 45 days from date hereof in which to determine whether the conditions set forth in this Section 4 are satisfied and, in the case of the condition of title and survey matters, the Guarantors periods set forth in Sections 13 and Borrower; 7.2 Borrower 14. If any of such conditions are not satisfied, in the sole judgment of Purchaser, Purchaser may terminate this Agreement upon written notice to Seller within 60 days. Absent such written notice to Seller, Purchaser shall be diligently pursuing the Bond Resolution, deemed to have waived all unsatisfied conditions. If Purchaser terminates this Agreement pursuant to the terms set forth in Schedule 2; 7.3 Borrower foregoing option, neither party shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders any further rights or obligations under this Agreement, except as provided in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)22.

Conditions Precedent to Closing. 10.1. The Closing Date obligations of Purchaser to consummate the transactions contemplated by this Amendment is Agreement are subject to each of the following conditions, any one or more of which may be waived in whole or in part by Purchaser: 7.1 this Amendment shall have been properly executed by the Required Lenders, Agent, the Guarantors (a) The representations and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms warranties set forth in Schedule 2;Section 4.1 hereof shall be true and correct in all material respects at and as of the Closing Date with the same effect as though the same had been made on and as of said date, and at the Closing, Seller shall deliver to Purchaser a certification to such effect. 7.3 Borrower (b) The relocation and expansion of certain Tenants and modification of certain Leases as more fully set forth on Exhibit S attached hereto and made a part hereof have been completed and approved by Purchaser. (c) Seller shall have paid complied with and performed all fees material agreements and expenses conditions required by this Agreement to be paid by Borrower performed or complied with prior to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs or as of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date. (d) Purchaser shall have received the Tenant Estoppels from all Tenants above 2,000 square feet of net rentable area prior to Closing (the "Required Estoppels"). Seller shall have the option, but not the obligation, to provide Purchaser with a certificate of Seller (a "Seller Certificate") addressing, in the same manner as provided in an estoppel certificate acceptable in form and substance to Purchaser, the remaining 60% items set forth in each Tenant Estoppel Certificate comprising the Required Estoppels which Seller is required, but is unable, to obtain, it being agreed and understood that the Seller Certificate shall not cover a square footage greater than twenty percent (20%) of the Consent Fee shall be due net rentable area at the Property, excluding the space leased to Chrysler, ▇▇▇▇▇▇ Homes, USA Mobile and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by AgentHitachi, unless otherwise agreed to by AgentPurchaser. Notwithstanding the above, Purchaser shall have the option of resolutions of Borrower’s terminating this Agreement if Seller is unable to deliver an estoppel certificate in form and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments substance satisfactory to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, HastingsPurchaser for either Chrysler, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPHomes, addressing due authorization, execution and enforceability of this Amendment, no conflicts USA Mobile or Hitachi. (e) Purchaser may conduct interviews with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 all of the Credit Agreement and Section 8 Tenants with the Seller or an agent of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)Seller present.

Conditions Precedent to Closing. (a) OCII will authorize the Loan Closing upon satisfaction of the following conditions: Loan Closing Date. (i) The Closing Date Funding Amount is available for disbursement on or after the (ii) Borrower must have delivered to OCII fully executed (and for documents to be recorded, acknowledged) originals of the following documents, in form and substance satisfactory to the OCII: (i) the Note; (ii) this Agreement (in triplicate); (iii) an opinion of Borrower’s counsel in form and substance reasonably acceptable to OCII; (iv) the Authorizing Resolutions; and (v) any other OCII Documents reasonably requested by OCII. (iii) Borrower must have delivered to OCII Borrower's Charter Documents. (iv) Borrower must have delivered to OCII insurance endorsements and, if requested by OCII, copies of policies for all insurance required under Exhibit F of this Amendment is Agreement. (v) Borrower will have reviewed the terms of the loan with its tax counsel to determine the applicable interest rate necessary to satisfy the true debt test. (b) Borrower’s obligations to authorize Loan Closing shall be subject to the following conditions:preconditions (which Borrower may waive in whole or part in Borrower’s sole discretion): 7.1 this Amendment shall have been properly executed by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 (i) Borrower shall have paid obtained the following Project financing, all fees on terms and expenses in amounts acceptable to be paid Borrower in its sole discretion: (1) Borrower shall receive a loan or loans for Project development costs, made from the proceeds of the sale of tax-exempt bonds allocated to Borrower by the California Debt Limit Allocation Committee; (2) Borrower shall receive an allocation of four percent (4%) federal low income housing tax credits by TCAC pursuant to Agent Section 42 of the Internal Revenue Code of 1986, as amended; (3) Borrower shall obtain an equity investment in Borrower from a tax credit investor; (4) Borrower shall obtain a permanent mortgage; and (5) Borrower shall obtain additional Project financing from any other required lenders (collectively, the Lenders in connection “Project Financing”); (ii) the lenders and investors associated with the Credit Agreement Project Funding are prepared to close and this Amendment, all fees, expenses and costs fund their financing in accordance with their respective financing commitments; (including reasonable attorneys’ fees and expenses but excluding iii) Borrower shall have approved the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% condition of the Consent Fee shall be due Site and payable on executed the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payableGround Lease; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date).

Conditions Precedent to Closing. The Closing Date of this Amendment is subject to the following conditions: 7.1 this Amendment shall have been properly executed by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’ obligation to proceed to Closing hereunder is specifically subject to each of the following conditions precedent: (a) Sufficient funds have been appropriated by the Board of Supervisors of Loudoun County to allow for the purchase of the Property; (b) Satisfactory completion of a Due Diligence Study in accordance with Section 4; provided, addressing due authorizationhowever, execution this Condition Precedent shall be deemed satisfied in the event Seller does not receive a termination notice from Buyers prior to expiration of the Study Period; (c) At Buyers’ option, satisfactory completion of a Phase I ESA and, if necessary, a Corrective Action Plan in accordance with Section 5; provided, however, this Condition Precedent shall be deemed satisfied in the event Seller does not receive a termination notice from Buyers prior to expiration of the Study Period; (d) Final, non-appealable approval of a Comprehensive Plan Amendment and enforceability Rezoning allowing use of the Property for the Intended Use (i.e., such that no appeal has been filed and time for appeal has expired; or approval has been affirmed on appeal and no further appeals are available or have been timely filed); (e) Title to the Property is in the condition required by Section 8 below; and If any one or more of the foregoing conditions precedent have not been satisfied prior to the date otherwise required for Closing, then Buyers’ may, at their option, terminate this Contract or waive the applicable Condition or Conditions and proceed to Closing without a reduction in Purchase Price. In the event Buyers terminate the Contract pursuant to this Section 6, Buyers shall provide notice of termination to Seller with a copy to the Settlement Agent, and the Settlement Agent shall promptly refund the Deposit to Buyers, less the Retained Deposit which will be delivered to Seller, each together with any interest accrued thereon, and thereafter neither party will have any continuing obligations or liabilities to each other except for those that expressly survive termination of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)Contract.

Conditions Precedent to Closing. The Closing Date obligations of this Amendment is the Lenders to undertake the Commitments and continue to fund any outstanding "Loans" or existing "Letters of Credit" (each as defined under the Prior Credit Agreement) under the Prior Credit Agreement, and to make Advances of any Revolving Loans hereunder and the obligation of the Issuing Banks to issue any Letters of Credit hereunder, are subject to the prior fulfillment of each of the following conditions: 7.1 this Amendment (a) The Administrative Agent or the Lenders, as appropriate, shall have been properly received each of the following, in form and substance satisfactory to the Administrative Agent and the Lenders: (i) This duly executed Agreement; (ii) A duly executed Tranche A Loan Note to the order of each Lender in the amount of such Lender's pro rata share of the Tranche A Loan Commitment, and a duly executed Tranche B Loan Note to the order of each Lender in the amount of such Lender's pro rata share of the Tranche B Loan Commitment; (iii) A duly executed Revolving Loan Note to the order of each Lender in the amount of such Lender's pro rata share of the Revolving Loan Commitment; (iv) The Security Agreement duly executed by each of the Borrowers; (v) The Trademark Security Agreement duly executed by each of the Borrowers and each of the Subsidiaries of the Borrowers which own trademarks; (vi) The Pledge Agreements duly executed by the Required Lenderspledgors party thereto, Agenttogether with original stock certificates, the Guarantors warrants, limited liability company interest certificates or limited partnership interest certificates and Borrowerappropriate transfer powers executed in blank with respect to all collateral pledged thereunder; 7.2 Borrower shall be diligently pursuing (vii) The Subsidiary Security Agreement duly executed by all direct and indirect Subsidiaries of the Bond ResolutionBorrowers (other than foreign Subsidiaries); (viii) The Subsidiary Guaranty duly executed by all direct and indirect Subsidiaries of the Borrowers (other than foreign Subsidiaries); (ix) The ▇▇▇▇▇▇▇▇ Guaranty duly executed by ▇▇▇▇▇▇▇▇; (x) The legal opinions of ▇▇▇▇▇▇ & Bird LLP, pursuant counsel to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees Guarantors, Bull Run, Capital and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing DateDatasouth, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Shohl LLP, addressing due authorizationcounsel to Host, execution and enforceability of this Amendment, no conflicts each with any law or any other agreements, and such other matters relating respect to this Amendment Agreement in form and substance satisfactory to the Administrative Agent; (xi) A duly executed Borrowing Base Certificate dated as of August 31, 2002; (xii) A loan certificate as to each Borrower signed by an Authorized Signatory of such Borrower in substantially the form of Exhibit U attached hereto, including a certificate of incumbency with respect to each Authorized Signatory of such Borrower, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the Certificate or Articles of Incorporation to the extent amended or modified since July 27, 2001 of such Borrower, certified to be true, complete and correct by the Secretary of State for the jurisdiction of such Borrower's incorporation, (B) a true, complete and correct copy of the By-Laws to the extent amended or modified since July 27, 2001 of such Borrower, (C) a true, complete and correct copy of the resolutions of such Borrower authorizing the borrowing hereunder and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations execution, delivery and warranties of performance by such Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 Loan Documents, (D) certificates of this Amendment shall be good standing from each jurisdiction in which such Borrower is qualified to do business, (E) true, correct and complete in all material respects on and as copies of the Closing Date as if made on and as any employment agreements of such date unless stated to relate to a specific earlier date Borrower, and (in which case such representations and warranties shall have been F) true, correct and complete copies of any shareholder or voting trust agreements with respect to such Borrower; (xiii) A loan certificate as to each direct or indirect Subsidiary of any Borrower (other than foreign Subsidiaries) signed by an Authorized Signatory of such Subsidiary in substantially the form of Exhibit V attached hereto, including a certificate of incumbency with respect to each Authorized Signatory of such Subsidiary, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the Certificate or Articles of Incorporation or other organizational document to the extent amended or modified since July 27, 2001 of such Subsidiary certified to be true, complete and correct by the Secretary of State for the jurisdiction of such Subsidiary's organization, (B) a true, complete and correct copy of the By-Laws, Partnership Agreement or Limited Liability Company Agreement to the extent amended or modified since July 27, 2001 of such Subsidiary, (C) a true, complete and correct copy of the resolutions of such Subsidiary authorizing the execution, delivery and performance by such Subsidiary of the Loan Documents to which it is a party, (D) certificates of good standing from each jurisdiction in which such Subsidiary is qualified to do business, and (E) true, correct and complete copies of any shareholder or voting trust agreements with respect to such Subsidiary; and (xiv) A loan certificate of the Parent signed by an Authorized Signatory of the Parent in substantially the form of Exhibit W attached hereto, including a certificate of incumbency with respect to each Authorized Signatory of the Parent, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the Amended Articles of Incorporation of the Parent certified to be true, complete and correct by the Secretary of State of Georgia, (B) a true, complete and correct copy of the By-Laws of the Parent, (C) a true, complete and correct copy of the resolutions of the Parent authorizing the execution, delivery and performance by the Parent of the Loan Documents, and (D) certificates of good standing from each jurisdiction in which the Parent is qualified to do business; (xv) A Solvency Certificate of the Borrowers on a consolidated basis with each of their Subsidiaries executed by the Chief Financial Officer of each Borrower, regarding the solvency and financial condition of the Borrowers and their Subsidiaries, the accuracy of all internally prepared financial statements and business plans, and the financial projections and underlying assumptions contained in such solvency analyses, in form and substance satisfactory to the Administrative Agent, together with copies of financial projections through August 31, 2004; (xvi) Copies of certificates of insurance and the related insurance policies with respect to the Borrowers and meeting the requirements of Section 5.5 hereof; (xvii) Since June 30, 2001, (i) no change in the business, assets, management, operations, financial condition, projections, or prospects of the Borrowers or any of their Subsidiaries or Affiliates, or in the Collateral, shall have occurred, which change, in the judgment of the Administrative Agent and the Lenders, may have a Materially Adverse Effect, (ii) there shall have been no material increase in the liabilities (absolute or contingent) of the Borrowers or any of their Subsidiaries or Affiliates, whether or not disclosed or required to be reserved against on any pro forma balance sheet, and (iii) there shall have been no material decrease in the assets of the Borrowers or their Subsidiaries or Affiliates, nor shall any of the Borrowers have made any distributions (other than to any other Borrower), either by dividends or otherwise, other than in the ordinary course of business; (xviii) Evidence that the CBS Contract is in full force and effect on terms and conditions satisfactory to the Administrative Agent; (xix) Payment of all fees and expenses payable to the Administrative Agent, the affiliates of the Administrative Agent, the Issuing Banks and the Lenders in connection with the execution and delivery of this Agreement, including, without limitation, fees and expenses of counsel to the Administrative Agent, any appraisal and audit related fees and expenses; and (xx) Copies of the draft annual audited financial statements of the Parent and its Subsidiaries for the fiscal year ended June 30, 2002, and monthly unaudited financial statements of the Parent and its Subsidiaries for the months ending July and August, 2002. (b) The Administrative Agent and the Lenders shall be satisfied that the Loans and the use of proceeds thereof, comply in all material respects on with Regulations T, U and as X of such earlier date)the Board. (c) The Administrative Agent and the Lenders shall have received evidence satisfactory to each of them that all Necessary Authorizations are in full force and effect and are not subject to any pending or threatened reversal or cancellation, and that no Default or Event of Default exists, after giving effect to the initial Advance, hereunder, and the Administrative Agent and the Lenders shall have received a certificate of an Authorized Signatory so stating.

Conditions Precedent to Closing. The Closing Date obligation of this Amendment is subject Purchaser to purchase the Property shall be conditioned upon satisfaction of the following conditions: 7.1 this Amendment shall have been properly executed at or prior to Closing, any of which may be waived by the Required Lenders, Agent, the Guarantors Purchaser in its sole and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee absolute discretion (the “Consent FeeConditions Precedent to Closing”): (a) equal All conditions of title have been met pursuant to 50 basis points multiplied Subparagraph 6(a) and Seller shall have cured any title objection Seller has agreed to cure in accordance with Subparagraph 6(d). (b) Seller is not in default of this Agreement. (c) The representations and warranties by each such Lender’s Commitment; providedSeller contained in this Agreement must be true. (d) Purchaser shall have received approvals from ▇▇▇▇▇▇▇▇▇▇ County, however that only 40% Maryland, a funding commitment letter from a third party lender, and an award letter for Low Income Housing Tax Credits from the Maryland Department of the Consent Fee shall be due Housing and payable Community Development to build an affordable, multi-family residential unit building on the Closing Date, Property. (e) Purchaser and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of BorrowerSeller’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastingsaffiliate, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPRedland Road, addressing due authorizationL.C., execution shall enter into a Temporary Construction and enforceability Easement Agreement for the use of adjacent property (no more than 1 building pad on the adjacent property) for staging and storage of materials by Purchaser for construction of the building on the Property. In the event that any of the foregoing Conditions Precedent to Closing are not satisfied on or prior to the date of Closing, then Seller or Purchaser may elect to either (i) waive the applicable unsatisfied Conditions Precedent to Closing and proceed to Closing on the scheduled Closing date, in the Purchaser’s sole discretion, or (ii) immediately terminate this Agreement by written notice to the other party, in which case the Deposit shall be returned to Purchaser within five (5) days of such termination and thereafter the parties shall be relieved of all further liability hereunder with the exception of Purchaser’s obligations to Seller that survive any termination of this AmendmentAgreement. In the event of a termination of this Agreement by Purchaser, Purchaser shall, at no conflicts with any law additional cost or expense to Seller, assign to Purchaser all contracts, permits, applications, or any other agreements, and such other matters relating to this Amendment and documents requested by Purchaser that were prepared for the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)Property or performed for Purchaser.

Conditions Precedent to Closing. The Closing Date of the purchase of the Property hereunder shall be and hereby is conditioned upon satisfaction of each of the following conditions (collectively, the "Conditions Precedent"): 5.1 Seller shall have performed, in all material respects, the obligations required to be performed by Seller prior to Closing under this Amendment is subject Agreement. Prior to Closing, Seller shall use good faith, diligent efforts to perform its pre-Closing obligations under this Agreement. 5.2 Subject to the following conditions: 7.1 this Amendment shall have been properly executed by the Required Lenderslast paragraph of Section 9.1, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained Seller as set forth in Article 5 of the Credit Agreement and Section 8 of this Amendment 9 hereof shall be truebe, correct and complete in all material respects respects, true and complete. 5.3 Purchaser shall have received on and as of or before the Closing Date an estoppel certificate in substantially the form attached hereto as if made EXHIBIT D from the tenant under the Tenant Lease, which certificate shall disclose no material facts which are contradictory to those facts previously disclosed to Purchaser with respect to the Tenant Lease. Seller shall use its reasonable and diligent efforts to obtain the estoppel certificate from the tenant under the Tenant Lease; provided, however, Seller shall not be required to expend monies or make concessions or institute litigation in order to obtain such estoppel certificate. In exercising its reasonable discretion concerning the acceptability of the estoppel certificate on a form other than that prescribed by EXHIBIT D, subject to the provisions of this paragraph, Purchaser will accept an alternate form which complies with Section 21.7 of the Tenant Lease. 5.4 The tenant under the Tenant Lease and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties Seller shall have executed a Second Amendment to Bondable Net Lease Agreement which sets forth the actual amount of the Annual Basic Rent under the Tenant Lease for the first five years of the term of the Tenant Lease and sets forth the amount of the Landlord's Project Costs (as defined in the Tenant Lease) for the shell building improvements. 5.5 The tenant under the Tenant Lease shall have executed in writing, either in an amendment to the Tenant Lease, in the estoppel certificate referred to in Section 5.3 or in some other written certification or agreement, a statement that the tenant acknowledges that, as provided in Section 6.7 of this Agreement, the warranties, rights and obligations of the landlord under the Work Letter attached as Exhibit "B-1" to the Tenant Lease will remain the warranties, rights and obligations of Seller and that Purchaser will not assume or be assigned such warranties, rights and obligations. If any of the Conditions Precedent have not been truesatisfied on or before the Closing Date, correct this Agreement may be canceled by Purchaser, at Purchaser's option, by written notice from Purchaser to Seller and complete in all material respects to the Escrow Agent given on or before the Closing Date. Upon such cancellation, the Deposit shall be refunded and as of such earlier date)returned to Purchaser. Purchaser shall have the right to unilaterally waive any Conditions Precedent by written notice to Seller, and Purchaser shall be deemed to have waived any unsatisfied Conditions Precedent if Purchaser acquires the Property.

Conditions Precedent to Closing. The Closing Date of Purchaser’s obligation to consummate the transaction contemplated by this Amendment is Agreement shall be subject to satisfaction or waiver of each of the following conditions:conditions (“Conditions Precedent”) on or before 5:00 p.m. Central Daylight Time, on July 2, 2007 (“Contingency Date”): 7.1 this Amendment shall have been properly executed by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant (a) Title/Survey. Prior to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses date hereof, Seller has furnished to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs Purchaser: (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counseli) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, current title commitment (“Commitment”) for the account Real Property (with copies of each Lender (including Wachovia Bank, National Associationall underlying title documents listed in the Commitment other than any financing documents) approving this Amendment, for a consent fee ALTA 2006 form owner’s title policy (the “Consent FeeOwner’s Policy) in the amount of the Purchase Price issued by the Title Company showing title in Seller, subject only to the encumbrances set forth on Exhibit G attached hereto and made a part hereof or otherwise permitted by Purchaser (collectively, the “Permitted Encumbrances”), which Commitment shall be in a nominal amount but shall be increased to the Purchase Price at Closing and (ii) an updated ALTA as-built survey (“Survey”) equal to 50 basis points multiplied for the Real Property prepared in accordance with the Minimum Standard Detail Requirements for Class A Land Title Surveys (jointly established by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee ALTA/ACSM as revised in 2005) which shall be due and payable on the Closing Date, (prior to Closing) certified to Purchaser and the remaining 60% of Title Company. If the Consent Fee shall be due and payable on Survey discloses survey defects other than the Fourth Amendment Effective Date; provided further, however, Permitted Encumbrances or if the Fourth Amendment Effective Date does Commitment shows exceptions other than the Permitted Encumbrances that are not occur acceptable to Purchaser (collectively, the “Unpermitted Encumbrances”), then Purchaser shall notify Seller, in writing, on or before June 21, 2007 (the “Title Notice Date”), specifying the Unpermitted Encumbrances, and, prior to the Effectiveness Termination Contingency Date, Purchaser shall have received assurances satisfactory to Purchaser, in its reasonable discretion, that the Unpermitted Encumbrances will be removed or endorsed over on or before Closing. Any encumbrances shown on the Commitment or the Survey to which Purchaser has not objected on or prior to the Title Notice Date shall be deemed “Permitted Encumbrances”. In addition, if Seller has not expressly agreed in writing on or before the Contingency Date that Seller will remove or cause the Title Company to endorse over any encumbrances to which Purchaser has objected, such later date as may encumbrances shall be agreed to by the Lenders, the remaining 60% of the Consent Fee deemed “Permitted Encumbrances” (and shall no longer be due Unpermitted Encumbrances) from and payable; 7.4 receipt by Agentafter the Contingency Date if Purchaser has not terminated this Agreement as allowed herein, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors on or similar governing body approving this Amendment and the amendments prior to the Credit Agreement contained hereinContingency Date. Notwithstanding anything herein to the contrary, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties Seller shall have been trueno obligation to correct, correct cure or remove any Unpermitted Encumbrances; provided, however, that Seller covenants to cause all monetary and complete in financing liens and encumbrances created by or through Seller (other than the liens for non-delinquent real property taxes) to be eliminated at Seller’s sole cost and expense (including all material respects on pre-payment penalties and as of such earlier date)charges) prior to or concurrently with Closing.

Conditions Precedent to Closing. The Closing Date Each of Assignor’s and Assignee’s obligations under this Agreement is conditioned upon Landlord’s consent to the Assignment on the terms and conditions of this Amendment Agreement. If such consent is subject not given by the date that is 45 days following the date of this Agreement, either party may cancel this Agreement upon 15 days written notice to the following conditions: 7.1 this Amendment shall have been properly executed by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitmentother; provided, however that only 40% of the Consent Fee such cancellation shall not be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, effective if the Fourth Amendment Effective Date does not occur consent is obtained from Landlord prior to the Effectiveness Termination Date, or expiration of such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable;15-day period. 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower(a) Assignor’s and each Guarantor’s board of directors or similar governing body approving obligations under this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, are further conditioned upon ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, ’s execution and enforceability delivery of a release of Assignor from all obligations and liabilities arising or accruing under the Lease from and after the Closing Date. ​ ​ ​ (b) Assignee’s obligations under this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 Agreement are further conditioned upon (i) delivery of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete Leased Premises by Assignor on the Closing Date in all material respects on and substantially the same condition existing as of the date of this Agreement, reasonable wear and tear excepted, and broom clean and free of Assignor’s personal property not being conveyed to Assignee on the Closing Date as if made on Date, and as (ii) removal of such date unless stated to relate Assignor’s identity signage in the interior front hallway of the Leased Premises (and any other signage located in the Leased Premises) and repair of the area(s) to a specific earlier date (neat and clean condition at Assignor’s sole cost and expense. Subject to the terms in which case such representations this Section 3(b), on the Closing Date, Assignee shall accept the Leased Premises in its then “as-is” condition, with all faults and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)without any representation or warranty by Assignor.

Conditions Precedent to Closing. 7.1 The Closing Date of this Amendment is subject to the following conditions: 7.1 this Amendment shall have been properly executed by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing conditions precedent to Purchaser’s obligation to consummate the Bond Resolution, pursuant to purchase and sale transaction contemplated herein (the terms “Purchaser’s Conditions Precedent”): (a) The representations and warranties set forth in Schedule 2; 7.3 Borrower Section 4 shall be true and correct in all material respects as of the Closing Date except for breaches thereof which do not in the aggregate have a material adverse effect on the value of the Real Property or Seller Subsidiary Interest, each taken as a whole, and each Seller shall have paid all fees duly and expenses substantially performed each and every material covenant, undertaking and agreement to be paid performed by Borrower to Agent and the Lenders in connection with the Credit Agreement and Sellers under this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this AmendmentAgreement, including a fee the delivery of the documents described in Sections 9.1 and 9.2 hereof. (b) The Title Company shall be unconditionally prepared and irrevocably committed to Agent, for the account issue ALTA extended coverage owner’s policies of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee title insurance (the “Consent FeeTitle Policies”) equal insuring the interest of each Applicable Seller Subsidiary Entity and Purchaser, as successor by merger to 50 basis points multiplied by such Applicable Seller Subsidiary Entity, in each such Lender’s Commitment; providedApplicable Real Property, however that only 40% of the Consent Fee shall be due and payable on dated the Closing Date, and with an aggregate liability for each policy of title insurance in the remaining 60% amount of the Consent Fee Purchase Price for the Applicable Subsidiary Entity Interests of the Applicable Seller Subsidiary Entity owning the Applicable Property, in the forms, containing such endorsements, and subject only to such exceptions as have been reasonably approved by Sellers, Purchaser and Purchaser’s Lender. (c) With respect to the Boulder Property, Purchaser shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur have received at least seven (7) days prior to the Effectiveness Termination DateClosing, (i) an executed Ground Lessor Consent and Estoppel Certificate from the lessor under the Boulder Ground Lease substantially in the form of Exhibit J-1 attached hereto (with such changes thereto reasonably approved by Purchaser and Purchaser’s initial lender), dated no more than thirty (30) days prior to the Closing (the “Ground Lessor Estoppel Certificate”) and (ii) an executed Fee Mortgagee Estoppel Certificate from any mortgagee of fee title to the Boulder Ground Leased Land substantially in the form of Exhibit J-2 attached hereto (with such changes thereto reasonably approved by Purchaser and Purchaser’s initial lender), dated no more than thirty (30) days prior to the Closing (the “Fee Mortgagee Estoppel Certificate”). (d) Each Seller shall have formed its Applicable Seller Subsidiary Entity and transferred its Applicable Property to its Applicable Seller Subsidiary Entity in the manner required under Section 2.2 above. (e) Concurrently or such later date substantially concurrently with the Closing (i) the Merger (as may defined in the Merger Agreement) shall be agreed to by consummated, (ii) SCI shall have entered into the LendersMaster Lease, and (iii) SCI and the remaining 60% Sellers shall have entered into the Subleases. If any of the Consent Fee foregoing Purchaser’s Conditions Precedent are not satisfied with respect to a particular Property or Subsidiary Entity Interests, Purchaser shall no longer be due have the right at its sole election either to waive the condition in question and payable; 7.4 receipt by Agent, unless otherwise agreed proceed with the purchase of such Subsidiary Entity Interests pursuant to by Agent, all of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, terms of this AmendmentAgreement or, in the Credit alternative, to terminate this Agreement and the other Loan Documents and certificates related with respect to such resolutions;Subsidiary Entity Interests or in its entirety. In the event that Purchaser elects to terminate this Agreement with respect to such Subsidiary Entity Interests as provided in the foregoing sentence, this Agreement shall become null and void without further obligation on the part of Purchaser and Seller of such Subsidiary Entity Interests with respect to such Subsidiary Entity Interests. In the event Purchaser elects to terminate this Agreement in its entirety, this Agreement shall become null and void without further obligation on the part of Purchaser and Sellers. 7.5 receipt by Agent 7.2 The obligation of opinions of counsel each Seller to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and consummate the transactions contemplated hereby as Agent may reasonably request; and 7.6 hereunder to occur on the fact that Closing Date are each conditioned on the representations and warranties of Borrower and each Guarantor contained in Article 5 fulfillment of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects following (“Sellers’ Conditions Precedent”) on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date Date: (in which case such representations and warranties shall have been truea) The truth, correct and complete in all material respects on respects, of each and every representation and warranty made by Purchaser and the due performance of each and every material covenant, undertaking and agreement to be performed by Purchaser under this Agreement (including, but not limited to, the delivery by Purchaser of the items, and the making of the payments, described in Section 10 below). (b) Concurrently or substantially concurrently with the Closing (i) the Merger (as defined in the Merger Agreement) shall be consummated and (ii) Purchaser shall have entered into the Master Lease. (c) The Title Company shall be unconditionally prepared and irrevocably committed to issue ALTA extended coverage leasehold owner’s policies of title insurance insuring SCI’s leasehold estate under the Master Lease and each Seller’s leasehold estate under the Sublease for the Applicable Property, dated the day and time of the Closing, with an aggregate liability for each policy of title insurance in the amount of the Purchase Price for the Applicable Property (or such other amount designated by such Seller), in forms approved by Sellers, and subject only to such exceptions as set forth in the Title Policies. If any of the foregoing Sellers’ Conditions Precedent are not satisfied with respect to a particular Property or Subsidiary Entity Interests, the Seller of such earlier date)Subsidiary Entity Interests shall have the right at its sole election either to waive the condition in question and proceed with the sale of such Subsidiary Entity Interests pursuant to all of the other terms of this Agreement or, in the alternative, to terminate this Agreement with respect to such Subsidiary Entity Interests or in its entirety. In the event that such Seller elects to terminate this Agreement with respect to such Subsidiary Entity Interests as provided in the foregoing sentence, this Agreement shall become null and void without further obligation on the part of Purchaser and such Seller with respect to such Subsidiary Entity Interests. In the event any Seller elects to terminate this Agreement in its entirety, this Agreement shall become null and void without further obligation on the part of Purchaser and Sellers. 7.3 Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated pursuant to the terms thereof, this Agreement shall automatically terminate and become null and void without further obligation on the part of Purchaser and Sellers.

Conditions Precedent to Closing. The (a) Purchaser's obligations to close title under this Agreement on the Closing Date of this Amendment is shall be subject to the following conditions: 7.1 this Amendment shall have been properly executed by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders satisfaction or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% existence of the Consent Fee shall be due and payable following conditions precedent on or prior to the Closing Date, and the remaining 60% : (i) all of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the Seller's representations and warranties of Borrower and each Guarantor contained made in Article 5 of the Credit this Agreement and Section 8 of this Amendment shall be true, true and correct and complete in all material respects on and as of the Closing Date as if they were made on that date; provided, however, that Purchaser shall be obligated to consummate the Closing without any adjustment in the Purchase Price if Loss Events shall have occurred and as the aggregate amount of such date the Material Losses resulting therefrom is equal to or less than the Material Loss Threshold. If any Loss Events shall have occurred and the aggregate amount of the Material Losses resulting therefrom exceeds the Material Loss Threshold, Purchaser shall have the option to (a) terminate this Agreement and demand the return of the Deposit (unless stated Seller shall agree to relate grant Purchaser a credit against the Purchase Price in an amount equal to a specific earlier date (the difference between the Material Loss Threshold and the aggregate amount of all Material Losses, in which case Purchaser may not terminate this Agreement; provided that Purchaser shall have no obligation to close if such credit is in an amount in excess of $1,000,000), or (b) recover such Material Loss from Seller at Closing by means of an adjustment or credit to the Purchase Price; provided, however, that Purchaser's credit on account of Material Losses determined prior to Closing shall not exceed $1,000,000 pursuant to this clause (b) unless Seller expressly agrees to a credit exceeding $1,000,000. Notwithstanding the foregoing, if Purchaser claims a credit against the Purchase Price of more than $1,000,000, on account of Material Losses Seller shall have the right to terminate this Agreement, the Deposit shall be returned to Purchaser and thereafter neither party shall have any obligation to the other except with respect to those provisions expressly stated to survive the termination of this Agreement and except that Seller shall reimburse Purchaser for a portion of its expenses actually incurred in connection with this transaction up to a maximum amount of $25,000. In the event that there is a dispute at Closing as to whether a Material Loss has occurred, the Closing shall occur without adjustment regarding same, provided, however, that a portion of the Purchase Price equal to the disputed amount (but in no event more than $1,000,000) shall be held in escrow by the Escrow Agent pending resolution of the dispute and in the event that a Material Loss shall be determined post-closing to have occurred, the amount held in escrow shall be disbursed to Purchaser in accordance with Section 10.26 of this Agreement to the extent of the Material Loss as finally determined and the balance, if any, shall be returned to Seller. Notwithstanding the foregoing, if the amount of the credit claimed by Purchaser on account of Material Losses exceeds $1,000,000 and there is a dispute at Closing as to the amount of such Material Losses, Purchaser may elect either (x) to terminate this Agreement and receive a return of the Deposit or (ii) require Seller to escrow $1,000,000 as provided above pending resolution of the dispute in which case Purchaser shall not be entitled to a recovery or credit in excess of $1,000,000 with respect to such disputed Material Losses claim for which an escrow is created at Closing under the immediately preceding sentence. (ii) the Seller shall have performed all material obligations and agreements undertaken by it herein to be performed (including, without limitation Section 11 of this Agreement) and shall have delivered all documentation required to be delivered by Seller hereunder at or prior to the Closing Date; (iii) the Title Insurer shall be ready, willing and able to insure title subject only to the Permitted Encumbrances. (iv) the aggregate amount of claims under Material Property Litigations shall be less than the Material Litigation Threshold. If, on the Closing Date, there are Material Property Litigations which involve claims that exceed the Material Litigation Threshold, Purchaser shall have the right to terminate this Agreement and receive the return of the Deposit. (v) The aggregate amount of any Material Adverse Changes shall be less than the MAC Threshold. If, on the Closing Date, Material Adverse Changes shall have occurred which exceed the MAC Threshold, Purchaser shall have the right to terminate this Agreement and receive the return of the Deposit. Except as expressly set forth herein to the contrary, in the event that any of the conditions to Purchaser's obligations to close title under this Agreement are not satisfied on the Closing Date, Purchaser may (but shall have no obligation to), in its sole discretion, adjourn the Closing for a period not to exceed two (2) months, during which period Seller will use commercially reasonable efforts to satisfy such conditions precedent, or terminate this Agreement in which case Purchaser may recover the Deposit and this Agreement shall be of no further force and effect except with respect to those provisions expressly stated to survive the termination of this Agreement. (b) The Seller's obligations to close title under this Agreement on the Closing Date shall be subject to the satisfaction of the following conditions precedent on the Closing Date: (i) all of Purchaser's representations and warranties made in this Agreement shall have been true, be true and correct and complete in all material respects on and as of such earlier the Closing Date as if they were made on that date); and (ii) Purchaser shall have performed all material obligations and agreements undertaken by it herein to be performed at or prior to the Closing Date.

Conditions Precedent to Closing. The Closing Date obligations of this Amendment is subject the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions:conditions is satisfied (or waived in accordance with Section 9.02) (such date, the “Closing Date”): 7.1 this Amendment (a) The Administrative Agent (or its counsel) shall have been properly received Notes executed by the Required Lenders, Agent, the Guarantors Borrower and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant payable to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender requesting (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal at least one Business Day prior to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date) a Note, duly completed and dated the remaining 60% of the Consent Fee Closing Date. (b) The Specified Representations shall be due true and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made Date, both before and after giving effect to the Borrowing to occur on such date. The Specified Purchase and Sale Agreement Representations shall be true and correct on and as of the Closing Date, except to the extent that any such date unless stated failure to relate be true and correct would not provide the Buyer a right to terminate its obligations under the Purchase and Sale Agreement or decline to consummate the Acquisition as a specific earlier date result of the breach of such Specified Purchase and Sale Agreement Representations. (in which case such representations and warranties c) The Administrative Agent shall have been truereceived a certificate of an Authorized Officer of the Borrower dated the Closing Date, correct certifying: (i) as to the accuracy of the matters referred to in clause (b) above; and (ii) as to the matter described in clause (h) below (and complete setting forth reasonably detailed calculations of such compliance). (d) The Administrative Agent, the Sole Lead Arranger and the Lenders shall have received all fees, in an amount and at times separately agreed in writing, and other amounts due and payable to them on or prior to the Closing Date, including, to the extent invoiced at least three Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree), reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document (including the reasonable fees, disbursements and other charges of one primary counsel to the Administrative Agent). (e) The Administrative Agent shall have received the (i) Annual Audited Financial Statements, (ii) Quarterly Unaudited Financial Statements, (it being agreed that the filing of such financial statements or reports with the SEC on Form 10-Q or Form 10-K, as applicable, by the Borrower shall satisfy the delivery requirement under this Section 4.02(e)(i) and (ii)) and (iii) the Pro Forma Financial Statements. (f) The Administrative Agent shall have received a solvency certificate from the Chief Financial Officer of the Borrower, in the form of Exhibit G, certifying that the Borrower and its Subsidiaries, taken as a whole, after giving effect to the Transactions are Solvent. (g) The Borrower shall have in effect a Public Debt Rating from each of S&P and ▇▇▇▇▇’▇. (h) The Borrower shall be in pro forma compliance with Section 6.05 after giving pro forma effect to the Transactions as of the end of the most recent fiscal quarter for which financial statements are available. (i) The Acquisition and the other Transactions shall be consummated substantially concurrently with the Borrowing on the Closing Date, in all material respects on in accordance with the Purchase and Sale Agreement, and the Purchase and Sale Agreement shall not have been amended or modified, and no condition shall have been waived or consent granted, in any respect that is materially adverse to the Lenders or the Sole Lead Arranger without the Sole Lead Arranger’s prior written consent; it being understood and agreed that (w) any decrease in the Acquisition Consideration in excess of 10% that is not accompanied by a dollar-for-dollar reduction in the Aggregate Commitment (but only after giving effect to any required reduction of commitments pursuant to Section 2.09(e)), (x) any increase in Acquisition Consideration (other than any such increase made pursuant to the terms of the Purchase and Sale Agreement in excess of 10%), (y) any amendment or modification to, waiver of or consent under Sections 5.10, 5.14, 6.4 (except for modifications to Exhibit G of the Purchase and Sale Agreement contemplated by clause (z) below), 6.5 or 6.6 (as it relates to the obligations under Sections 5.10 and 5.14 of such earlier date)the Purchase and Sale Agreement only) of the Purchase and Sale Agreement or (z) any modification to Exhibit G of the Purchase and Sale Agreement, or any consent letter countersigned by Statoil USA Onshore Properties Inc. pursuant to Section 6.4(a) of the Purchase and Sale Agreement, that contemplates the Buyer not seeking, or relinquishing operatorships so that it would not hold, operatorship of substantially all of the Acquired Assets, shall in each case be deemed to be a modification that is materially adverse to the Lenders.

Conditions Precedent to Closing. The Closing Date of this Amendment is subject Lenders shall not be required to fund any requested Term Loan, or otherwise extend credit to the following conditions: 7.1 this Amendment shall have been properly executed by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable hereunder on the Closing Date, until the following conditions have been satisfied (or waived): (a) The Loan Documents required on the Closing Date and the remaining 60% Perfection Certificate shall have been duly executed and delivered to the Administrative Agent by each of the Consent Fee Obligor signatories thereto. (b) The Administrative Agent shall have received UCC, tax, judgment and intellectual property lien searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Obligor as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches as the Administrative Agent may reasonably require, none of which encumber the Collateral covered or intended to be due covered by the Security Documents (other than Permitted Liens) and payable all actions necessary to establish that the Administrative Agent, for the benefit of the Secured Parties, will have a perfected security interest in and Lien on the Fourth Amendment Effective Date; provided further, however, if Collateral with the Fourth Amendment Effective Date does not occur prior priority required by the Loan Documents and (subject to Permitted Liens and to the Effectiveness Termination Date, or such later date as may be agreed terms of the Intercreditor Agreement) shall have been taken to the extent required by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, terms of this Amendment, the Credit Agreement and the Security Documents (other Loan Documents than the Mortgages); (provided, that the only actions that shall be required on the Closing Date to establish that the Administrative Agent will have a perfected Lien on the Collateral shall be the delivery of certificated securities, if any, evidencing the Equity Interests of the Obligors (other than Holdings) and certificates related their direct, wholly-owned subsidiaries and the perfection of the Administrative Agent’s security interest in any other Collateral of the Obligors pursuant to such resolutions;which a lien may be perfected by the filing of UCC financing statements. 7.5 receipt by (c) The Administrative Agent shall have received certificates, reasonably satisfactory to it (A) from the Chief Financial Officer of opinions of counsel Holdings and the Borrower certifying that, after giving effect to the Transactions, Holdings, the Borrower and Guarantorstheir Restricted Subsidiaries, Paultaken as a whole, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution are Solvent; and enforceability (B) from a Senior Officer of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact Borrower certifying that (i) the representations and warranties of Borrower in Section 4 and each Guarantor contained in Article 5 of the Credit Agreement Security Documents are true and Section 8 of this Amendment shall be true, correct and complete in all material respects on (except in the case of any representation or warranty which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be); provided that to the extent any representation and warranty is qualified by or subject to a “material adverse effect,” “material adverse change” or similar term or qualification, the definition thereof shall be a Material Adverse Effect for purposes of the making (or deemed making) of such representations and warranties on, or as of, the Closing Date (or any date prior thereto) and (ii) after giving effect to the Transactions, the Borrower and its Subsidiaries shall have no outstanding third party indebtedness for borrowed money or “disqualified” preferred stock other than the Loans and other extensions of credit under this Agreement, the ABL Facility, the Senior Unsecured Debt and Debt permitted by Section 6.1. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it of the repayment, redemption, defeasance, discharge, refinancing or termination in full of all Existing Term Loans and all accrued interest and other amounts then due and owing under the Existing Term Loan Agreement and the release (or the making of arrangements for the release) of Liens in favor of the Existing Secured Notes Agent for the benefit of the lenders thereunder. (e) The Administrative Agent shall have received evidence reasonably satisfactory to it of the delivery of irrevocable notice for the repayment or redemption of the Existing Secured Notes Debt to the extent accompanied by any prepayments or deposits required to defease, terminate and satisfy in full the obligations under the Existing Secured Notes Indenture or Existing Secured Notes Debt (including the delivery of an Officer’s Certificate pursuant to Section 3.01 of the Existing Secured Notes Indenture and the release (or the making of arrangements for the release) of Liens in favor of the Existing Secured Notes Agent for the benefit of the noteholders thereunder. (f) The Administrative Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that an attached copy of such Obligor’s Organic Documents is true and complete and continue in full force and effect; (ii) that an attached copy of resolutions or written consent authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are or written consent is in full force and effect as of the Closing Date as if made on and as were duly adopted; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. (g) The Administrative Agent shall have received a written opinion of counsel to the Borrower, in form reasonably satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such date unless stated to relate to a specific earlier date Obligor’s jurisdiction of organization. (in which case such representations and warranties i) The Administrative Agent shall have been true, correct received certificates of insurance of the Obligors evidencing liability and complete casualty insurance meeting the requirements set forth in all material respects on and as of such earlier date)the Loan Documents.

Conditions Precedent to Closing. The Closing Date 3.01. Purchaser’s obligation to close the acquisition of the Property pursuant to this Amendment is subject to Agreement shall be conditioned on the following conditions:(collectively, the “Purchaser Closing Conditions”): 7.1 (a) No material adverse change in the condition of the Property shall have occurred since the Effective Date. (b) All of Seller’s covenants and obligations contained in this Amendment Agreement shall have been properly executed performed by the Required Lenders, Agent, the Guarantors Seller in all material respects as of Closing. All of Seller’s representations and Borrower; 7.2 Borrower warranties shall be diligently pursuing true and correct in all material respects as of the Bond ResolutionEffective Date and at Closing. (c) The Title Company shall be irrevocably committed to issue an owner’s title insurance policy in form and substance satisfactory to Purchaser for the ▇▇▇▇▇ Acquisition Property, which insures good and marketable fee simple title to the ▇▇▇▇▇ Acquisition Property, subject only to those exceptions permitted pursuant to the terms set forth in Schedule 2;Section 2 hereof. 7.3 Borrower (d) Purchaser shall have paid obtained all fees authority and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendmentapprovals necessary for Purchaser, including, without limitation, all feesregulatory and board approvals and governmental determinations, expenses to undertake the obligations contained herein and costs to consummate the Closing contemplated hereby. (e) No later than three (3) Business Days prior to Closing, Purchaser and Escrow Agent shall have received evidence of all required consents and approvals, if any, by Seller to the transaction contemplated herein. (f) Seller shall have provided payment (either prior to Closing or as a disbursement on the Closing Statement out of the Purchase Price payable to Seller) for all Monetary Liens so that the same may be satisfied and released at or prior to Closing. (g) Seller shall have terminated any and all leases or other occupancy agreements permitting any third party to occupy all or any portion of the Property, and Seller shall have caused any such tenants or parties in possession to vacate the Property, all at Seller’s sole cost and expense. (h) The ▇▇▇▇▇ Acquisition Land shall have been legally subdivided from the remainder of the Original ▇▇▇▇▇ Land (including reasonable attorneys’ fees the recording of a major or minor subdivision plat, as applicable) such that the ▇▇▇▇▇ Acquisition Land exists as a distinct and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee legal tax parcel (the “Consent FeeSubdivision”) equal ). Purchaser, at Purchaser’s expense, shall pursue the Subdivision. Seller shall cooperate with Purchaser’s efforts to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% secure the Subdivision. If any of the Consent Fee shall be due and payable on above conditions precedent to Purchaser’s obligation to close has not been satisfied as of the Closing Date, and the remaining 60% or as of the Consent Fee shall be applicable due dates noted in such condition, Purchaser may (i) terminate this Agreement by written notice to Seller and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% receive a full refund of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPMoney, addressing whereby Purchaser shall have no further obligations or liabilities under this Agreement, except as expressly set forth herein, (ii) extend the Closing or due authorizationdate of the performance of the applicable condition by written notice to Seller for a reasonable period of time to allow for the satisfaction of the condition (and, execution if Purchaser requests, in its sole discretion, Seller and enforceability of Purchaser shall enter into an amendment to this AmendmentAgreement to evidence the extension), no conflicts with any law or any other agreements(iii) waive the condition, in whole or in part, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of consummate the Closing Date as if made on contemplated hereby. If the Purchaser elects to extend the Closing or due date for performance, and as at the end of such date unless stated extended period of time, the applicable condition still has not been satisfied, Purchaser may elect to relate to a specific earlier date exercise the remedies set forth in items (i) or (iii) in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)the immediately preceding sentence.

Conditions Precedent to Closing. The This Agreement and the obligation of each Lender to make its Closing Date of this Amendment is Advance on the Closing Date shall be subject to the satisfaction (or waiver) of the following conditionsconditions precedent: 7.1 this Amendment (a) The Rams Acquisition Agreement shall not have been altered, amended or otherwise changed or supplemented or any provision thereof waived or any consent granted thereunder (including any change in the purchase price) in any manner that is materially adverse to the interests of the Lenders or the Arrangers without the prior written consent of the Arrangers (it being understood that any reduction of the purchase price in respect of the Rams Acquisition that (x) does not exceed 10% in the aggregate and (y) has been applied on a pro rata basis to reduce (i) the Term A-1 Commitments and (ii) the amount available to be drawn under the Revolving Credit Facility on the Closing Date to finance the Rams Acquisition and the Refinancing (set forth in clause (x) of the definition of “Initial Revolving Advance”) shall be deemed to be not materially adverse to the Lenders and the Arrangers). (b) The Rams Acquisition shall have been, or shall concurrently with the funding of the Closing Date Advances be, consummated in accordance with the terms of the Rams Acquisition Agreement and in compliance with applicable law and regulatory approvals. The Rams Acquisition Agreement Representations and the Specified Representations shall be true and correct in all material respects. (c) Since March 31, 2015 until May 2, 2015, and since March 31, 2015, there shall not have occurred a Rams Material Adverse Effect. (d) The Leverage Ratio of the Borrower and its Subsidiaries on a consolidated basis as of the latest fiscal quarter ended at least forty five (45) days prior to the Closing Date, calculated on a pro forma basis after giving effect to the Transaction, shall not exceed 4.00 to 1.00. (e) The Interest Expense Coverage Ratio of the Borrower and its Subsidiaries on a consolidated basis for the four consecutive fiscal quarters most recently ended at least forty five (45) days prior to the Closing Date, calculated on a pro forma basis after giving effect to the Transaction, shall not be less than 3.00 to 1.00. (f) All governmental, shareholder and third party consents and approvals necessary in connection with the Transaction shall have been properly received and all applicable waiting periods (including, without limitation, the expiration or termination of the requisite waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976) shall have expired without any action being taken by any authority that could restrain, prevent or impose any material adverse conditions on any of the Borrower, Rams, their respective Subsidiaries or the Transaction or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable that in the judgment of the Arrangers could have such effect. (g) The Refinancing shall have been, or shall concurrently with the funding of the Closing Date Advances be, consummated, and, after giving effect to the Transaction, the Borrower and its Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (i) the Loans and other Credit Extensions under the Facilities, (ii) other Indebtedness outstanding under the Senior Notes issued prior to May 2, 2015 and (iii) Indebtedness of the Borrower and its Subsidiaries outstanding on the Closing Date that is permitted under the Note Purchase Agreements. The Administrative Agent shall have received reasonably satisfactory evidence of repayment of all Indebtedness to be repaid in connection with the Refinancing, the termination of any commitments under such Indebtedness, the release of any Guarantees of such Indebtedness and the discharge of all Liens and security interests securing such Indebtedness other than Liens permitted to remain outstanding under this Agreement. (h) The Arrangers and the Lenders shall have received the Annual Financial Statements, the Quarterly Financial Statements and the Pro Forma Financial Statements. (i) The Arrangers and the Lenders shall have received a certificate from the Borrower’s chief financial officer that the Borrower and its Subsidiaries, after giving effect to the Transaction and the incurrence of Indebtedness related thereto, are Solvent, which certificate shall be in form and substance reasonably satisfactory to the Arrangers. (j) The Administrative Agent and the Arrangers shall have received the following: (i) Copies of the articles or certificate of incorporation (or the equivalent thereof) of each Credit Party, in each case, together with all amendments thereto, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of organization and accompanied by a certification by the Secretary or Assistant Secretary of such Credit Party that there have been no changes in the matters certified by such governmental officer since the date of such governmental officer’s certification. (ii) Copies, certified by the Secretary or Assistant Secretary (or the equivalent thereof) of each Credit Party, in each case, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Credit Party is a party. (iii) An incumbency certificate, executed by the Required LendersSecretary or Assistant Secretary (or the equivalent thereof) of each Credit Party which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Credit Party authorized to sign the Loan Documents to which it is a party, Agent, upon which certificate the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Administrative Agent and the Lenders shall be entitled to rely until informed of any change in connection with writing by the applicable Credit Agreement and this Amendment, all fees, expenses and costs Party. (including reasonable attorneys’ fees and expenses but excluding iv) A certificate reasonably acceptable to the allocated costs of internal counsel) incurred Administrative Agent signed by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% chief financial officer of the Consent Fee shall be due Borrower and payable on dated as of the Closing Date, certifying that the conditions precedent set forth in Sections 4.1(a) through 4.1(e) have been satisfied as of the Closing Date (and, in the case of the conditions precedent set forth in Sections 4.1(d) and 4.1(e), setting forth supporting calculations in reasonable detail). (v) A written opinion (addressed to the Administrative Agent and the remaining 60% Lenders and dated as of the Consent Fee shall be due Closing Date) of each of (A) ▇▇▇▇▇▇ and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇, P.A., counsel to the Credit Parties, (B) ▇▇▇▇▇ & Lovells US LLP, Colorado counsel to Rams, and (C) ▇▇▇ ▇▇▇▇▇▇ LLP, addressing due authorizationcounsel to the Borrower, execution in each case in form and enforceability substance reasonably satisfactory to the Administrative Agent. (vi) Duly executed counterparts of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment Agreement and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and Guaranty from each Guarantor contained in Article 5 of the Credit Agreement and Section 8 Parties party hereto or thereto and, in the case of this Amendment shall Agreement, from each Lender and the Administrative Agent (which requirement may in each case be truesatisfied by telecopy or electronic transmission of a signed signature page to this Agreement or the Guaranty, correct and complete in all material respects on and as the case may be). (vii) Evidence satisfactory to the Administrative Agent that the Borrower has paid or, substantially simultaneously with the funding of the Closing Date as if made Advances, will pay, to the Administrative Agent, the Arrangers and the Lenders all fees and expenses due and payable on or prior to the Closing Date, including (A) the fees agreed to in the Fee Letter and as (B) reimbursement or payment of such date unless stated all expenses required to relate be reimbursed or paid by the Borrower for which invoices have been presented no later than one Business Day prior to the Closing Date. (viii) At least five (5) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities with respect to the Credit Parties reasonably requested by the Lenders in writing at least ten (10) Business Days prior to the Closing Date under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (ix) a Borrowing Notice in respect of the Closing Date Advances. For purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a specific earlier date (in which case such representations and warranties Lender unless the Administrative Agent shall have been true, correct and complete in all material respects on and as of received notice from such earlier date)Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions Precedent to Closing. The Closing Date of Purchaser’s obligation to consummate the transaction contemplated by this Amendment is Agreement shall be subject to satisfaction or waiver of each of the following conditions:conditions (“Conditions Precedent”) on or before 5:00 p.m. Central Daylight Time, on July 2, 2007 (“Contingency Date”): 7.1 this Amendment shall have been properly executed by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant (a) Title/Survey. Prior to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses date hereof, Seller has furnished to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs Purchaser: (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counseli) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, current title commitment (“Commitment”) for the account Real Property (with copies of each Lender (including Wachovia Bank, National Associationall underlying title documents listed in the Commitment other than any financing documents) approving this Amendment, for a consent fee TLTA form owner’s title policy (the “Consent FeeOwner’s Policy”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% in the amount of the Consent Fee Purchase Price issued by the Title Company showing title in Seller, subject only to the encumbrances set forth on Exhibit G attached hereto and made a part hereof or otherwise permitted by Purchaser (collectively, the “Permitted Encumbrances”), which Commitment shall be due in a nominal amount but shall be increased to the Purchase Price at Closing and payable on (ii) an updated ALTA as-built survey (“Survey”) for the Closing Date, Real Property prepared in accordance with the Minimum Standard Detail Requirements for Class A Land Title Surveys (jointly established by ALTA/ACSM as revised in 2005) which shall be (prior to Closing) certified to Purchaser and the remaining 60% of Title Company. If the Consent Fee shall be due and payable on Survey discloses survey defects other than the Fourth Amendment Effective Date; provided further, however, Permitted Encumbrances or if the Fourth Amendment Effective Date does Commitment shows exceptions other than the Permitted Encumbrances that are not occur acceptable to Purchaser (collectively, the “Unpermitted Encumbrances”), then Purchaser shall notify Seller, in writing, on or before June 21, 2007 (the “Title Notice Date”), specifying the Unpermitted Encumbrances, and, prior to the Effectiveness Termination Contingency Date, Purchaser shall have received assurances satisfactory to Purchaser, in its reasonable discretion, that the Unpermitted Encumbrances will be removed or endorsed over on or before Closing. Any encumbrances shown on the Commitment or the Survey to which Purchaser has not objected on or prior to the Title Notice Date shall be deemed “Permitted Encumbrances”. In addition, if Seller has not expressly agreed in writing on or before the Contingency Date that Seller will remove or cause the Title Company to endorse over any encumbrances to which Purchaser has objected, such later date as may encumbrances shall be agreed to by the Lenders, the remaining 60% of the Consent Fee deemed “Permitted Encumbrances” (and shall no longer be due Unpermitted Encumbrances) from and payable; 7.4 receipt by Agentafter the Contingency Date if Purchaser has not terminated this Agreement as allowed herein, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors on or similar governing body approving this Amendment and the amendments prior to the Credit Agreement contained hereinContingency Date. Notwithstanding anything herein to the contrary, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties Seller shall have been trueno obligation to correct, correct cure or remove any Unpermitted Encumbrances; provided, however, that Seller covenants to cause all monetary and complete in financing liens and encumbrances created by or through Seller (other than the liens for non-delinquent real property taxes) to be eliminated at Seller’s sole cost and expense (including all material respects on pre-payment penalties and as of such earlier date)charges) prior to or concurrently with Closing.

Conditions Precedent to Closing. The Closing Date obligations of Buyer pursuant to this Amendment is Agreement shall, at the option of Buyer, be subject to the following conditionsconditions precedent: 7.1 this Amendment shall have been properly executed by 9.1. All of the Required Lendersrepresentations, Agent, the Guarantors warranties and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms agreements of Seller set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit this Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due true and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date date hereof and Closing, and Seller shall not have on or prior to closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller’s part as if made on required by the terms of this Agreement. 9.2. There shall be no change in the matters reflected in the Title Information Documents , and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Information Documents except for the Permitted Exceptions or matters to be satisfied at Closing. 9.3. Unless Seller receives notice from Buyer at least thirty (30) days prior to Closing, effective as of such date unless stated to relate to Closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a specific earlier date (in which case such representations and warranties result thereof shall be the sole obligation of Seller. 9.4. Seller shall have been trueoperated the Property from and after the date hereof in substantially the same manner as prior thereto. 9.5. If any such condition is not fully satisfied by Closing, correct Buyer shall so notify Seller and may terminate this Agreement by written notice to Seller whereupon this Agreement may be canceled, upon return of the Due Diligence Items, the Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder. 9.6. If Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in this paragraph, Seller may, within five (5) days of receipt of Buyer’s notices agree to satisfy the condition by written notice to Buyer, and Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition by the Closing date, this Agreement shall be canceled and the Deposit shall be returned to Buyer and neither party shall have any further liability hereunder. 9.7. Seller agrees to cooperate and execute such documents or instruments as may be necessary or appropriate to allow Buyer to complete a tax-deferred exchange pursuant to Section 1031 of the IRS Code and Seller’s cooperation in such regard, shall be at no additional cost, expense, or liability whatsoever to Seller, and that no additional delays in the scheduled Close of Escrow are incurred unless mutually agreed upon by all material respects on and as of such earlier date)parties to this Agreement.

Conditions Precedent to Closing. The Closing Date of this Amendment is subject On or prior to the following conditions: 7.1 this Amendment shall have been properly executed by the Required LendersClosing Date, Agent, the Guarantors and Borrower; 7.2 all obligations of Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower hereunder to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee prior to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, and any amounts payable to Agent or the remaining 60% of Lenders on the Consent Fee Closing Date shall have been paid in full, including any amounts due under Section 2.19. In addition, the following conditions shall be due and payable on satisfied: (a) On or before the Fourth Amendment Effective Closing Date; provided further, howeverAgent shall have received the following, if the Fourth Amendment Effective Date does not occur each duly executed by Borrower, Guarantor, Indemnitors or Executing Subsidiary or such other parties (as applicable) as of or prior to the Effectiveness Termination DateClosing Date and in form and substance satisfactory to Agent: (i) This Agreement; (ii) (iii) (iv) The Promissory Notes and the Note Assumptions; The Environmental Indemnity; The Guaranty; (v) The Centerpoint Indemnity; (vi) The Assignment and Subordination of Advisory Agreement; (vii) The First Amendment (viii) An amendment to each of the Mortgages, or such later date Assignments and Subordinations of Management Agreement and Assignments of Leases and Rents in substantially the form attached hereto as may be agreed Exhibit I (each, a “Mortgage Amendment” and collectively the “Mortgage Amendments”); (ix) An amendment to each Financing Statement previously delivered to Lender by the LendersExecuting Subsidiaries; (x) Opinions of counsel to Borrower, Guarantor, Executing Subsidiaries and Indemnitors; (xi) A Certificate of Fact with respect to Borrower, issued by the remaining 60% State Corporation Commission of the Consent Fee shall no longer be due Commonwealth of Virginia and payabledated as of a date not more than thirty (30) days prior to the Closing Date or otherwise reasonably acceptable to Agent; 7.4 receipt (xii) A certificate for Borrower, signed by an Authorized Representative, in the form of Exhibit J attached hereto, with all attachments thereto; (xiii) A good standing certificate with respect to General Partner, issued by the Maryland State Department of Assessments and Taxation and dated as of a date not more than thirty (30) days prior to the Closing Date or otherwise reasonably acceptable to Agent; (xiv) Certified copies of the articles of incorporation and bylaws of General Partner and original resolutions and certificate of incumbency with specimen signatures for Authorized Representatives with respect to General Partner; (xv) A Certificate of Fact with respect to Advisor, unless issued by the State Corporation Commission of the Commonwealth of Virginia and dated as of a date not more than thirty (30) days prior to the Closing Date or otherwise agreed reasonably acceptable to Agent; (xvi) Certified copies of articles of organization and operating agreement of Advisor and original resolutions and certificate of incumbency with specimen signatures for Authorized Representatives with respect to Advisor; (xvii) A manager’s/general partner’s certificate for each Executing Subsidiary, signed by Agentan Authorized Representative, in the form of resolutions Exhibit K attached hereto, with all attachments thereto; (xviii) Good Standing Certificates with respect to each Executing Subsidiary, issued by the Secretary of Borrower’s State for each state in which such Executing Subsidiaries are formed or organized and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf state in which such Executing Subsidiaries own property; (xix) Current financial statements of Borrower, Guarantor, Executing Subsidiaries and Indemnitors (certified by an Authorized Representative); (xx) A date down endorsement (or title search if approved by Agent in its reasonable discretion) updating the performance by Borrowerexisting mortgagee’s policy of title insurance for each of the Mortgaged Properties, in form and substance satisfactory to Agent; (xxi) A copy of this Amendmentall recorded documents referred to or listed as exceptions to title in, the Credit Agreement date down endorsements or title searches referred to in subsection (xx) above, and certified copies of appurtenant easements affecting or benefiting the Mortgaged Property; (xxii) Certificates or binders naming Agent and each Lender as an additional insured or loss-payee (as applicable) under the policies of insurance required to be maintained with respect to the Mortgaged Property, accompanied by a certification stating that all insurance required hereunder and under the other Loan Documents has been obtained, such insurance satisfies the requirements hereof and certificates related to such resolutionsthereof, and is in full force and effect and that all current premiums therefor have been paid in full; 7.5 receipt by (xxiii) A certified rent roll for each Mortgaged Property dated not earlier than [two (2) Business Days] prior to the Closing Date; (xxiv) Tenant Estoppel Certificates, substantially in the form attached hereto as Exhibit L (the “Estoppel”) from the Estoppel Tenants; (xxv) Evidence reasonably satisfactory to Agent as to the compliance of opinions of counsel to Borrower the Mortgaged Property with all applicable zoning, subdivision and Guarantorsland use, Paulenvironmental and building statutes, Hastingscodes, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPordinances, addressing due authorizationregulations, execution and enforceability of this Amendment, no conflicts with any law or any other agreementsvariances, and with all other laws affecting the use and operation of the Mortgaged Properties (including the Americans with Disabilities Act); (xxvi) Evidence as to whether the Mortgaged Property is located in a flood zone and flood insurance if such Mortgaged Property is located in a flood zone; (xxvii) A FIRREA Appraisal of the Mortgaged Property (Agent hereby acknowledges that acceptable FIRREA Appraisals were previously delivered); (xxviii) A certified copy of the management agreement for each Mortgaged Property; (xxix) A copy of the engineering report for the Mortgaged Property; (xxx) Documentation evidencing that the Executing Subsidiary has set up a Depository Account with Agent for the applicable Mortgaged Property; (xxxi) Such consents or acknowledgments from such Persons as Agent or its counsel may determine to be necessary or appropriate; and (xxxii) Such other matters relating to this Amendment documents and the transactions contemplated hereby instruments as Agent may deem reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)necessary or appropriate.

Conditions Precedent to Closing. 10.1. The Closing Date obligations of Buyer pursuant to this Amendment is Agreement shall, at the option of Buyer, be subject to the following conditionsconditions precedent: 7.1 this Amendment shall have been properly executed by 10.1.1. All of the Required Lendersrepresentations, Agent, the Guarantors warranties and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms agreements of Seller set forth in Schedule 2;this Agreement shall be true and correct in all material respects as of the Effective Date, and Seller shall not have on or prior to Closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller’s part as required by the terms of this Agreement. 7.3 Borrower 10.1.2. There shall not exist any material, adverse encumbrance or title defect affecting the Property except for the Permitted Exceptions or matters to be satisfied at Closing. 10.1.3. Existing Lender shall have paid given in writing the Lender Approval and shall be prepared to execute and deliver the Lender Approval Documents at Closing. 10.1.4. Within three (3) business days of Closing, Buyer shall have obtained, on terms acceptable to Buyer in its sole discretion, consent from the Ground Lessor for the assignment of the Ground Lease from Seller to Buyer, the assumption of all future obligations of the ground lessee thereunder, and the release of Seller, as well as any affiliates of Seller from all future obligations thereunder (the “Ground Lessor Consent”). Seller agrees to cooperate with and to take all reasonable action to facilitate Buyer’s receipt of the Ground Lessor Consent, however, Buyer shall be solely responsible to pay to such lessor any and all costs, fees and expenses to be paid by Borrower to Agent and the Lenders required in connection with the Credit Agreement Ground Lessor Consent, if any. Buyer and this AmendmentSeller shall execute and deliver at Closing, all fees, expenses an assignment and costs (including reasonable attorneys’ fees assumption of lease agreement and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents any other documents required in connection with the Credit Agreement assignment and this Amendmentassumption of the Ground Lease and release of Seller and any affiliates of Seller as aforesaid, including a fee in form substantially similar to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee Exhibit E hereto (the “Ground Lease Assignment Documents”). In the event that Buyer or Seller fails to execute and deliver the Ground Lease Assignment Documents or the Ground Lessor fails to grant the Ground Lease Consent, either Buyer or Seller shall have the right to terminate this Agreement, whereupon Section 10.3 below shall govern. Buyer shall apply to Ground Lessor for Ground Lessor Consent Fee”within five (5) equal business days after the Effective Date and use good faith efforts to 50 basis points multiplied by each obtain such Lender’s Commitmentconsent from the Ground Lessor within three (3) business days prior to Closing; provided, however that only 40% however, so long as Buyer complies with its obligations under this Section 10.1.4 in no event shall Buyer have any liability for its failure to obtain such consent. 10.2. The obligations of Seller under this Agreement shall, at the option of Seller, be subject to the following conditions precedent: 10.2.1. All of the Consent Fee representations, warranties and agreements of Buyer set forth in this Agreement shall be due true and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date Effective Date, and Buyer shall not have on or prior to Closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Buyer’s part as if made on required by the terms of this Agreement. 10.2.2. Existing Lender shall have given in writing the Lender Approval, with a release of Seller and as all guarantors, indemnitors, and affiliates of Seller from all liability (except for matters which arose during Seller’s period of ownership). 10.3. If any such date unless stated condition is not fully satisfied by Closing, the party in whose favor the condition runs shall notify the other party and may terminate this Agreement by written notice (in all events such written notice shall be given prior to relate Closing) whereupon this Agreement may be canceled, and upon return of the Due Diligence Items, the Deposit shall be paid to Buyer (except in the case of (a) a specific earlier date (failure of the condition precedent described in Section 10.1.1, in which case such representations the provisions of Section 8.2.2 shall apply, and warranties (b) a failure of the condition precedent described in Section 10.2.1, in which case the Seller shall retain the Deposit), all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and, thereafter, neither Seller nor Buyer shall have been trueany continuing obligations hereunder except as otherwise expressly set forth herein; provided, correct however, that if Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in Section 10.1.2, Seller may, within five (5) days of receipt of Buyer’s notice agree to satisfy the condition by written notice to Buyer, and complete in all material respects on and as of Buyer shall thereupon be obligated to close the transaction contemplated hereby provided Seller so satisfies such earlier date)condition.

Conditions Precedent to Closing. The Closing Date Purchaser’s obligation to close the acquisition of the Property pursuant to this Amendment Agreement is subject to conditioned on all of the following conditionsfollowing: 7.1 this Amendment 5.1 No material adverse change in the physical condition of the Property shall have been properly executed by occurred since the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does that has not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to been cured by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and Seller as of the Closing Date to the satisfaction of Purchaser after reasonable inspection. 5.2 Purchaser shall have obtained any and all necessary or desirable governmental entitlements, approvals and permits for its ownership and continued operation of the Facility. 5.3 Seller has set forth on Exhibit C attached hereto a list of the name, address of each person or lender (together with a contact person with phone number and email, loan numbers, principal and accrued interest) which owns or holds any Monetary Liens that encumber the Property and which must be fully satisfied at Closing, and in the case of the 2006 Lease and the August 18, 2015 Lease, must be terminated at Closing, in both cases, in order for Seller to convey good title to the Property to Purchaser free and clear of all liens and encumbrances and it shall be the Seller’s obligation under this Agreement to deliver to Purchaser prior to Closing valid pay-off letters with respect to those Monetary Lines in form and substance satisfactory to Purchaser and the Title Company in their reasonable discretion. 5.4 All required consents and approvals for the sale of the Property by Seller shall have been obtained by Seller and evidence thereof shall have been delivered to Purchaser. 5.5 Purchaser shall have received an owner’s title insurance policy subject only to standard exceptions acceptable to Purchaser. 5.6 Purchaser shall have received such independent valuations and appraisals supporting the Purchase Price as if made on it or its ultimate Section 501(c)(3) parent entity has determined in its sole discretion as are necessary or appropriate for this transaction. 5.7 All of Seller’s covenants and obligations contained in this Agreement shall have been performed by Seller as of such date unless stated to relate to a specific earlier date (in which case such Closing, and all of Seller’s representations and warranties shall have been true, be true and correct and complete in all material respects on as of the Effective Date and as of such earlier date)Closing.

Conditions Precedent to Closing. (a) The Closing Date of this Amendment is subject following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein (“Purchaser’s Conditions Precedent”): (i) Prior to the following conditions: 7.1 this Amendment expiration of the period commencing on the Effective Date and continuing for ninety (90) days thereafter (as such initial 90-day period may be extended by Purchaser as provided below, the “Lender’s Approval Period”), Purchaser shall have been properly executed obtained, on terms acceptable to Purchaser in its sole discretion, approval from the Assumed Loan Lender for the assumption of the Assumed Loan by the Required Lenders, AgentPurchaser, the Guarantors assignment of the Assumed Loan by Seller and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolutionrelease of Seller or any guarantor of the Assumed Loan affiliated with Seller from their respective obligations under the Assumed Loan Documents from and after the Closing, pursuant to the terms set forth in Schedule 2; 7.3 Borrower and shall have paid all fees and expenses delivered reasonably satisfactory written evidence of the same to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee Seller (the “Consent FeeAssumption Approval”). The “Assumption Approval” shall be deemed to include (1) equal the satisfactory completion by the Assumed Loan Lender of all diligence investigations, inspections and tests, and (2) the full negotiation and final approval of the Loan Assumption Documents (as defined below) by Purchaser, Seller and the Assumed Loan Lender. Purchaser shall have the one-time right to 50 basis points multiplied by each such extend the initial 90-day Lender’s Commitment; providedApproval Period for an additional period of up to ninety (90) days, however provided that only 40% (A) Purchaser delivers written notice to Seller of its election to so extend the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur initial 90-day Lender’s Approval Period five (5) business days prior to the Effectiveness Termination Dateexpiration of the initial 90-day Lender’s Approval Period (the “Extension Notice”), (B) simultaneously with Purchaser’s delivery of the Extension Notice, Purchaser shall deliver to Seller an additional Promissory Note in the form attached hereto as Exhibit E and in the face amount of one percent (1%) of the Purchase Price, or such later date as may Two Hundred Fifty Nine Thousand Two Hundred Ninety and No/100 Dollars ($259,290.00) (which, for purposes of this Agreement, shall be agreed deemed to by the Lenders, the remaining 60% constitute and be a part of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇“▇▇▇▇▇▇▇ & Money Note” and shall be held by Seller pursuant to the terms of Section 3 above), and (C) Assumed Loan Lender shall not have refused to grant the Assumption Approval at any time prior to Purchaser’s delivery of the Extension Notice. Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Assumption Approval, however, Purchaser shall be solely responsible to pay to Assumed Loan Lender any and all costs, fees and expenses required in connection with the Assumed Loan assignment, assumption and release (other than Seller’s legal fees to review the Loan Assumption Documents). Purchaser and Seller shall execute and deliver at Closing, a loan assumption agreement and any other documents required in connection with the assignment and assumption of the Assumed Loan and the release of Seller and any guarantor affiliated with Seller on the terms reflected in the Assumption Approval, in form and content reasonably satisfactory to Purchaser and Seller (the “Loan Assumption Documents”). In the event that Seller or Purchaser fails to execute and deliver the Loan Assumption Documents or the Assumed Loan Lender fails to approve the assignment, assumption and release as aforesaid, either Seller or Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ LLPMoney Note to Purchaser. Purchaser shall apply to Assumed Loan Lender for Assumption Approval within sixty (60) days after the Effective Date (the “Assumption Commencement”) and use good faith and diligent efforts to obtain such consent from the Assumed Loan Lender prior to the expiration of the Lender’s Approval Period; provided, addressing due authorizationhowever, execution so long as Purchaser complies with its obligations under this Section 8(a), in no event shall Purchaser have any liability for its failure to achieve such consent. (ii) Prior to the expiration of the Lender’s Approval Period, the OP Units to be issued to the Beneficial Owners pursuant to this Agreement, together with the OP Units to be issued by Purchaser to the beneficial interest holders of the seven other Delaware statutory trusts known as Mission Brentwood, DST, Mission Battleground Park, DST, Mission ▇▇▇▇▇▇ Parkway, DST, Mission Capital Crossing, DST, Mission Mayflower Downs, DST, Mission ▇▇▇▇▇▇▇ ▇▇▇▇, DST, and enforceability Mission Tanglewood, DST (collectively, the “Other DSTs”) in accordance with the seven purchase and sale agreements of this Amendmentcontemporaneous date herewith between Purchaser and the Other DSTs shall have been duly registered (collectively, the “Registrations”) pursuant to an effective registration statement with the U.S. Securities and Exchange Commission (“SEC”) and in each state or provincial jurisdiction where registration is required in accordance with all applicable federal, state and provincial laws, rules and regulations (each, a “Registration Statement” and collectively, the “Registration Statements”). Purchaser agrees to use good faith and diligent efforts to prepare and file the Registration Statements and to cause the Registration Statements to be declared effective in each jurisdiction where required, and shall commence the process of obtaining the Registrations within the Assumption Commencement. Seller agrees to provide Purchaser and its auditor with reasonable assistance and cooperation, at no conflicts cost or expense to Seller, in preparing the Registration Statements, including, without limitation, by providing Seller with access to any law or any other agreementsaudited and unaudited financial statements previously prepared by Seller and its auditors, bank statements, general ledgers, accountant’s work papers, property records, and such other matters relating to this Amendment books and the transactions contemplated hereby records as Agent Purchaser may reasonably request; , and by providing an assurance or representation letter on Purchaser’s auditor’s form and a response to the Audit Inquiry Letter (as defined below) from Seller’s counsel on such counsel’s standard form of response to an audit inquiry letter, all in order to prepare such Registration Statements (provided that in no event shall Seller or any affiliate of Seller have any liability to Purchaser or its auditor for the assurances or representations made therein). In the event that the Purchaser’s Condition Precedent contained in this Section 8(a)(ii) is not satisfied prior to the expiration of the Lender’s Approval Period, Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ Money Note to Purchaser. In the event that (a) the OP Units are duly registered pursuant to a Registration Statement that has been declared effective by the SEC and by each other jurisdiction where each of the Beneficial Owners reside, but the Registration Statement is not yet effective in certain other jurisdictions where each of the beneficial owners of the Other DSTs reside, and (b) Purchaser has received comments and feedback on the Registration Statements from each jurisdiction such that Purchaser reasonably determines that material changes will be required to the disclosure statement contained in the Registration Statement before it will become effective in those remaining jurisdictions in accordance with the laws, rules and regulations of each such jurisdiction, then Purchaser may elect to defer Closing on the Property under this Agreement until such time as the Registration Statements become effective in such other jurisdictions or the Purchaser believes no further material changes will be required to the disclosure statement contained in the Registration Statements. For the avoidance of doubt, Seller and Purchaser intend to proceed to Closing as soon as reasonably practicable, and Purchaser will only defer Closing to the extent it has a reasonable belief that material changes to the disclosure statement contained in the Registration Statements will be required. Purchaser will provide regular status updates to Seller with respect the effectiveness of the Registration Statements in each jurisdiction, and, to the extent Purchaser believes a material change to the disclosure statement contained in the Registration Statements will be required, Purchaser will share any correspondence received from any jurisdiction on the issue and will discuss the issue with Seller and explain the basis of Purchaser’s belief that such a material change will be required. Notwithstanding the foregoing, Seller understands and acknowledges that any determination regarding the materiality of any change in or issue relating to the Registration Statement shall be made by Purchaser. 7.6 (iii) Immediately following the fact time that the Registration Statement filed with the SEC and each applicable state or other jurisdiction is declared effective, Seller shall have confirmed to Purchaser its acceptance of the Net Purchase Price in the form OP Units, which acceptance shall be in Seller’s sole discretion. (iv) Title shall have been approved by Purchaser under Section 4 with Title Insurer standing ready to issue an owner’s policy of title insurance (and an endorsement to the existing mortgagee’s title insurance policy in the form required by the Assumed Loan Lender) in the form customarily delivered in the State insuring Purchaser’s interest in the Real Property, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Encumbrances and the encumbrances related to the Assumed Loan, together with such endorsements as Purchaser reasonably may require and as are available in the State in which the Real Property is located (the “Title Policy”). (v) Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) in the form attached hereto as Exhibit M updating the representations and warranties of Borrower Seller through Closing, which Certificate Seller covenants to deliver unless material new matters or knowledge of a material defect arises, in which case Seller shall deliver a Certificate stating such matter. Purchaser may then (i) waive such matter and each Guarantor consummate the transaction contemplated hereby or (ii) terminate this Agreement, in which case neither party shall have any further obligations or liabilities hereunder and any documents shall be returned to the party depositing the same and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser. (vi) There shall be no Hazardous Materials at the Property that were not shown in the Phase I or Phase II (if applicable). In the event that any Purchaser’s Conditions Precedent is not satisfied, Purchaser shall give written notice thereof to the Seller, and unless Purchaser waives such Purchaser’s Conditions Precedent, this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Article 5 of Section 7, and the Credit Agreement and Section 8 of this Amendment ▇▇▇▇▇▇▇ Money Note shall be true, correct returned to Purchaser. (b) As a condition precedent to Seller’s obligations to consummate the purchase and complete sale transaction contemplated herein (“Seller’s Conditions Precedent”), (i) Purchaser shall have duly performed in all material respects on each and every covenant and agreement to be performed by Purchaser pursuant to this Agreement, (ii) Purchaser’s representations, warranties and covenants shall be true and correct in all material respects as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date Date, (in which case such representations and warranties iii) Assumed Loan Lender shall have been truegranted the Assumption Approval pursuant to the terms of Section 8(a)(i) above, correct and complete (iv) Purchaser shall have obtained the Registrations pursuant to the terms of Section 8(a)(ii) above. In the event that any Seller’s Conditions Precedent are not satisfied, Seller shall give written notice thereof to the Purchaser, and unless Seller waives such Seller’s Conditions Precedent, this Agreement shall terminate and both Purchaser and Seller shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in all material respects on and as of such earlier date)Section 7.

Conditions Precedent to Closing. The Closing Date obligation of this Amendment is the Lender to close the Loan and make any Advances hereunder at closing shall be subject to the following conditions: 7.1 this Amendment condition precedent that the Lender shall have been properly executed by received on or before the Required LendersClosing Date the following, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on dated the Closing Date, in form and substance satisfactory to the remaining 60% Lender: (a) The Note, duly executed by the Borrower; (b) The Registration Rights Agreement, duly executed by the Borrower; (c) The Security Agreement, duly executed by the Borrower; (d) The Patent Security Agreement, duly executed by the Borrower; (e) UCC-1 financing statements with respect to the security interests granted to Lender under the Loan Documents for such locations as the Lender may deem necessary to perfect the Lender's security interests, duly executed by the Borrower; (f) A conditional assignment of Borrower's lease(s) of real property, together with a written consent to such assignment from Borrower's landlord(s) and a written waiver by such landlord(s) of certain rights of landlord under its lease(s) in furtherance of the Consent Fee shall be due exercise by Lender of its rights under the Security Agreement, all in form and payable on the Fourth Amendment Effective Date; provided furthersubstance satisfactory to Lender; (g) A binder of an endorsement to Borrower's fire, however, if the Fourth Amendment Effective Date does not occur prior hazard and extended coverage insurance policy (with a long form endorsement) with respect to the Effectiveness Termination Date, or assets given as collateral pursuant to the Security Agreement showing the Lender as loss payee in form satisfactory to the Lender and to Borrower's comprehensive liability policy (with a long form endorsement) and Borrower's product liability policy (with a long form endorsement) with respect to Borrower's business showing the Lender as an additional insured under such later date policy; (h) A binder of an endorsement to business interruption coverage insurance policy (with a long form endorsement) with respect to Borrower's business showing the Lender as may be agreed loss payee in form satisfactory to by the Lenders, the remaining 60% Lender; (i) A certified copy of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s the board of directors or similar governing body of the Borrower approving this Amendment transaction in the form attached as Exhibit III; (j) A certificate of the secretary or an assistant secretary of the Borrower certifying the names and true signatures of the amendments officers of the Borrower authorized to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement sign each Loan Document to which it is a party and the other Loan Documents and certificates related documents to such resolutionsbe delivered by it hereunder; 7.5 receipt (k) Copies of consents of third parties necessary for the consummation of this transaction; (l) The Subsidiary Guaranty, duly executed by Agent of opinions the Subsidiary; (m) The Subsidiary Security Agreement, duly executed by the Subsidiary; (n) The Stock Pledge Agreement, duly executed by the Borrower; (o) A favorable opinion of counsel for the Borrower, in substantially the form of Exhibit IV and as to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and as the transactions contemplated hereby as Agent Lender may reasonably request; and 7.6 (p) Such other documents and information as the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)Lender may reasonably request.

Conditions Precedent to Closing. A. Conditions to the Obligations of Each of the Parties. ---------------------------------------------------- The Closing Date obligation of this Amendment each of the parties hereto to consummate the transactions provided for herein is subject to the fulfillment on or prior to the Effective Time of each of the following conditions: 7.1 1. The shareholders of CNB Bancshares shall have duly approved the Merger and the plan of merger contained within this Amendment Agreement in accordance with and as required by law and in accordance with CNB Bancshares' Restated Articles of Incorporation and Amended Bylaws. 2. All necessary governmental and regulatory orders, consents, clearances and approvals and requirements shall have been properly executed by secured and satisfied for the Required Lendersconsummation of such transactions, Agentincluding without limitation, those of the Federal Reserve System, the Guarantors Ohio Division of Financial Institutions, the Michigan Financial Institutions Bureau, and Borrower; 7.2 Borrower the Federal Deposit Insurance Corporation to the extent required and, in the case of Fifth Third's obligation, none of such orders, consents, clearances and approvals and requirements shall be diligently pursuing subject to a Burdensome Condition. 3. Any waiting period mandated by law in respect of the Bond Resolutionfinal requisite approval by any applicable Regulatory Agency of the transaction contemplated herein shall have expired. 4. No order or injunction of any federal or state agency or court shall be in effect preventing, prohibiting or enjoining the transactions contemplated by this Agreement. 5. Fifth Third shall have registered its shares of Fifth Third Common Stock to be issued to the CNB Bancshares shareholders hereunder with the SEC pursuant to the terms Securities Act, and with all applicable state securities authorities. The registration statement with respect thereto shall have been declared effective by the SEC and all applicable state securities authorities and no stop order shall have been issued. The shares of Fifth Third Common Stock to be issued to the CNB Bancshares shareholders hereunder shall have been authorized for trading on the National Market System of the National Association of Securities Dealers upon official notice of issuance. 6. Fifth Third and CNB Bancshares shall have received from Deloitte & Touche LLP, independent auditors for Fifth Third, letters, dated the date of or shortly prior to each of the mailing date of the Proxy Statement and the Effective Date, stating its opinion that the Merger shall qualify for pooling-of-interests accounting treatment. B. Additional Conditions to the Obligations of Fifth Third. ------------------------------------------------------- The obligation of Fifth Third to consummate the transactions provided for herein is subject to the fulfillment at or prior to the Effective Time of each of the following additional conditions unless waived by Fifth Third in a writing delivered to CNB Bancshares which specifically refers to the condition or conditions being waived: 1. All of the representations and warranties of CNB Bancshares set forth in Schedule 2; 7.3 Borrower Article II of this Agreement shall have paid all fees be true and expenses correct (subject to be paid by Borrower to Agent and the Lenders standard set forth in connection with Section I.S.) both as of the Credit date of this Agreement and this Amendment, all fees, expenses at and costs as of the Closing Date (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counselas hereinafter defined) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by as if each such Lender’s Commitment; provided, however that only 40% representation and warranty was given on and as of the Consent Fee shall be due and payable on the Closing Date, except for any such representations and warranties made as of a specified date, which shall be true and correct (subject to the remaining 60% standard set forth in Section I.S.) as of such date. 2. CNB Bancshares shall have performed all of the Consent Fee obligations required of it under the terms of this Agreement in all material respects. 3. Fifth Third shall be due have received a certificate from CNB Bancshares, executed by its chief executive officer and payable on chief financial officer, dated the Fourth Amendment Effective Closing Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior certifying to the Effectiveness Termination Datebest knowledge and belief of such chief executive officer and chief financial officer of each that the conditions set forth in Section VI.B.1. and VI.B.2. have been satisfied. 4. Fifth Third shall have received an opinion of Cleary, or such later date as may be agreed to by the LendersGottlieb, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP▇▇▇, addressing due authorizationspecial counsel to Fifth Third, execution dated the Closing Date, to the effect that, on the basis of facts, representations and enforceability assumptions set forth in such opinion (a) the Merger constitutes a "reorganization" within the meaning of this AmendmentSection 368 (a) of the Code and (b) that, accordingly, no conflicts with gain or loss will be recognized by Fifth Third as a result of the Merger. In rendering such opinion, such counsel may require and rely upon representations contained in letters from Fifth Third and CNB Bancshares. 5. No investigation or action by any law state or any other agreements, and such other matters relating federal agency shall have been threatened in writing or instituted seeking to this Amendment and enjoin or prohibit or unwind the transactions contemplated hereby and no governmental action or proceeding shall have been threatened or instituted before any court or governmental body or authority, seeking to enjoin or prohibit or unwind, the transactions contemplated hereby or seeking to impose material sanctions or penalties as Agent may reasonably request; anda result thereof (other than investigations, actions and proceedings which have been withdrawn prior to the Closing without Material Adverse Effect on Fifth Third or CNB Bancshares, individually or on a combined basis, and other than regularly scheduled regulatory examinations). 7.6 C. Additional Conditions to the fact that Obligations of CNB Bancshares. ---------------------------------------------------------- The obligation of CNB Bancshares to consummate the transactions provided for herein is subject to the fulfillment at or prior to the Effective Time of each of the following additional conditions unless waived by CNB Bancshares in a writing delivered to Fifth Third which specifically refers to the condition or conditions being waived: 1. All of the representations and warranties of Borrower and each Guarantor contained Fifth Third set forth in Article 5 II of this Agreement shall be true and correct (subject to the standard set forth in Section I.S.) both as of the Credit date of this Agreement and Section 8 at and as of this Amendment shall be true, correct the Closing Date (as hereinafter defined) as if each such representation and complete in all material respects warranty was given on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case Date, except for any such representations and warranties made as of a specified date, which shall be true and correct (subject to the standard set forth in Section I.S.) as of such date. 2. Fifth Third shall have been true, correct and complete performed all of the obligations required of it under the terms of this Agreement in all material respects on respects. 3. CNB Bancshares shall have received a certificate from Fifth Third, executed by its chief executive officer and as chief financial officer, dated the Closing Date, certifying to each of such earlier date)officers' best knowledge and belief that the conditions set forth in Section VI.C.1. and VI.C.2. have been satisfied. 4. CNB Bancshares shall have received an opinion of ▇▇▇▇▇, Rice & ▇▇▇▇▇▇▇▇, ▇.▇., counsel to CNB Bancshares, dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion (a) the Merger constitutes a "reorganization" within the meaning of Section 368 (a) of the Code and (b) that, (i) no gain or loss will be recognized by CNB Bancshares as a result of the Merger and (ii) no gain or loss will be recognized by stockholders of CNB Bancshares who receive Fifth Third Common Stock in exchange for shares of CNB Bancshares Common Stock, except for cash received in lieu of fractional share interests. In rendering such opinion, such counsel may require and rely upon reasonable assumptions and require and rely upon representations contained in letters from Fifth Third and CNB Bancshares.

Conditions Precedent to Closing. The Closing Date obligations of Buyer pursuant to this Amendment is Agreement shall be subject to the following conditions:conditions precedent to Closing (any of which may be waived in writing by Buyer in its sole discretion): 7.1 this Amendment shall have been properly executed by 9.1. All of the Required Lenders, Agent, the Guarantors representations and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms warranties of Seller set forth in Schedule 2;Section 7.1 shall be true and correct in all material respects as of the Closing, and all of the other representations, warranties and agreements of Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof, and Seller shall not have on or prior to Closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreement. 7.3 Borrower 9.2. There shall be no material adverse change in the matters reflected in the Title Report, and there shall not exist any material adverse encumbrance or Title Defect affecting the Property except for the Permitted Exceptions or matters to be satisfied at Closing. 9.3. The Existing Management Agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4. Seller shall have paid all fees obtained and expenses delivered to Buyer the Tenant Estoppel Certificates in the form attached hereto as Exhibit H, signed by each Major Tenant (defined below). Tenant Estoppel Certificates shall be paid by Borrower deemed to Agent satisfy this condition precedent unless they disclose material adverse matters. Buyer shall notify Seller within three (3) business days of receipt of a copy of an executed Tenant Estoppel Certificate of its approval or disapproval and the Lenders in connection with the Credit Agreement and this Amendmentbasis of such disapproval, all feesif disapproved. If Buyer disapproves of a Tenant Estoppel Certificate executed by a Major Tenant because of a material, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Dateadverse matter disclosed therein, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur Seller is unable to obtain a reasonably acceptable Tenant Estoppel Certificate from such Major Tenant prior to the Effectiveness Termination DateClose of Escrow, or such later date as may this Agreement shall terminate, Buyer shall be agreed entitled to by a refund of the LendersDeposit and all interest earned thereon, and neither party shall have any further obligation to the other except Buyer's indemnification obligations under Section 5. As used herein, the remaining 60% term "MAJOR TENANT" shall mean each of (i) Golden Eagle Insurance, (ii) Elsevier, (iii) the Consent Fee shall no longer be due US Navy, (iv) Barrister Executive Services, (v) First Allied Security, (vi) California Bank & Trust and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, (vii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (d/b/a Lerach ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower ). The Leases between Landlord and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and Major Tenants are hereinafter referred to as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)"MAJOR LEASES."

Conditions Precedent to Closing. 8.01. The Closing Date obligations of this Amendment is Highwoods to purchase the Property from Owner and meet its other obligations hereunder shall be subject to the following conditionsconditions precedent, any of which may be waived by Highwoods in writing at the Closing: 7.1 this Amendment shall have been properly executed by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs a) All of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment Owner made herein shall be true, true and correct and complete in all material respects as of the Closing ("actual knowledge" or the "best knowledge" of Owner as set forth in said representations and warranties, for the purposes of this subparagraph 8.01 only, shall be deemed to include knowledge acquired by Owner subsequent to the date hereof and prior to Closing). (b) Owner's obligations with respect to the Property as set forth herein shall have been performed. (c) Title to the Property must be insurable in accordance with the Title Commitment, with no exceptions to title other than the Permitted Exceptions, and Highwoods must be able to obtain a title insurance policy from the Title Company in accordance with such Title Insurance Commitment with payment of only standard title insurance premiums. (d) The Property must be in the same condition as of the date of this Agreement, ordinary wear and tear excepted, and subject to the specific provisions set forth herein related to condemnation and casualty. (e) Owner shall have delivered to Highwoods tenant estoppel certificates in the form attached hereto as EXHIBIT H (or in the form attached to any Lease and made a part thereof, provided such form has been approved by Highwoods) dated not more than thirty (30) days prior to Closing from tenants occupying 80% of the net rentable space in the Building. Owner agrees to send estoppel certificates to all tenants of the Property and request that the same be completed and returned to Owner for delivery to Highwoods. If Highwoods has not received satisfactory estoppel certificates from tenants occupying at least 80% of the net rentable space in the Buildings on or before Closing, then Highwoods may terminate this Agreement, but except for such termination, Highwoods shall have no further remedy against Owner for the failure of the condition precedent set forth in this Subsection 8.01(e). If Highwoods does not so terminate this Agreement, then the condition precedent set forth in this Subsection 8.01(e) shall be deemed waived and of no further force or effect. (f) All management fees due any property manager of the Property, and leasing commissions due arising out of any leases of the Property (even if such commissions are due over time after the Closing) shall be paid in full by Owner at Closing. (g) No Tenant of 5% or more of the leasable space in any Building shall have become a debtor in a proceeding under Title 11 of the United States Bankruptcy Code or, the subject of any other insolvency proceeding, including state receivership proceedings or a proceeding for the assignment for the benefit of creditors under any state law. (h) Highwoods shall have received a fully-executed, full service lease between Seller and Branch Banking and Trust Co. on terms acceptable to Highwoods, including without limitation, a new minimum lease term of five (5) years (the "BB&T Lease"). Highwoods shall have seven (7) business days to review and approve or disapprove the provisions of the BB&T Lease. If Highwoods has not objected to any provision of the BB&T Lease within seven (7) days after delivery thereof to Highwoods, then in such event Highwoods shall be deemed to have approved the BB&T Lease. (i) Highwoods Investment Committee shall have approved this transaction, with said approval to have been given prior to the end of the Inspection Period. In the event any of the aforesaid conditions precedent are not fulfilled, Highwoods may only (i) terminate its obligations hereunder, (ii) waive any such failure and close in accordance with the terms hereof, or (iii) require Owner to use its best efforts to perform its obligations as elsewhere set forth herein and as limited by other provisions of this Agreement. 8.02. The obligations of Owner under this Agreement are subject to the satisfaction of each of the following conditions on or before the Closing Date, any of which may be waived by Owner, and Highwoods agrees to cause the conditions described in clauses (a) and (b) below to be so satisfied: (a) all the terms, covenants, and conditions of this Agreement to be complied with and performed by Highwoods on or before the Closing Date shall have been duly complied with and performed in all respect; (b) the representations and warranties of Highwoods contained in this Agreement shall be true and correct in all respects at and as of the Closing Date with the same force and effect as if made on and as of such date unless stated to relate to a specific earlier date (in which case though such representations and warranties shall had been made as of the Closing Date, except for any changes which have been true, correct disclosed to Owner in writing and complete expressly approved or waived by Owner in all material respects on and as of such earlier date).writing; and

Conditions Precedent to Closing. The Closing Date All obligations of Fieldcrest, SoftLock and the Principal Stockholder under this Amendment is Agreement are subject to the fulfillment, prior to or at the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Section 4 herein, and fulfillment, prior to the Closing, of each of the following conditions: 7.1 (a) SoftLock's, the Principal Stockholder's and Fieldcrest's representations, warranties and covenants contained in this Amendment Agreement shall be true at the time of Closing as though such representations, warranties and covenants were made at such time. (b) SoftLock, the Principal Stockholder and Fieldcrest shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by each prior to or at the Closing. (c) Each SoftLock Stockholder acquiring Exchange Stock will be required, at Closing, to submit an agreement confirming that all the Exchange Stock received will be acquired for investment and not with a view to, or for sale in connection with, any distribution thereof, and agreeing not to transfer any of the Exchange Stock for a period of one year from the date of the Closing, except to those persons approved by legal counsel to Fieldcrest as falling within an exemption from registration under the Securities Act of 1933 and any applicable state securities laws, which transfers do not constitute a public distribution of securities, and in which the transferees execute an investment letter in form and substance satisfactory to counsel for Fieldcrest. Each SoftLock Stockholder acquiring Exchange Stock will be required to transfer to Fieldcrest at the Closing his/her respective SoftLock Shares, free and clear of all liens, mortgages, pledges, encumbrances or changes, whether disclosed or undisclosed. (d) Each of the SoftLock Stockholders who shall tender SoftLock Stock at Closing shall have provided Fieldcrest with a "Letter of Acceptance and Investor Qualification," substantially in the form of Exhibit H hereof ("Acceptance Letter") and dated as of the date of the Closing. Upon inspection of the Acceptance Letters, Fieldcrest must be satisfied that each such Stockholder, together with his investment advisors, if any, (i) has been provided by Fieldcrest with such information and such access to the respective books and records and management of Fieldcrest and SoftLock as to warrant a conclusion that the issuance of Exchange Stock to the Stockholder will enjoy an exemption under Regulation D from the registration requirements of the Act and (ii) has availed himself of such information and access to the degree he thought necessary or desirable for purposes of making an investment in the Exchange Stock. (e) Fieldcrest shall have been properly executed by the Required Lenderspresented with, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendmentapproved, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs an updated version of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇,▇,▇ and D, prepared by SoftLock, current as of the Closing. (f) Each party shall have received favorable opinions from the other party's counsel on such matters in connection with the transactions contemplated by this Agreement as are reasonable. (g) Each party shall have satisfied itself that since the date of this Agreement the business of the other party has been conducted in the ordinary course. In addition, each party shall have satisfied itself that no withdrawals of cash or other assets have been made, other than in the ordinary course, and no indebtedness has been incurred since the date of this Agreement, except with respect to services rendered or expenses incurred in connection with the Closing of this Agreement, unless said withdrawals or indebtedness were either authorized by the terms of this Agreement or subsequently consented to in writing by the parties. (h) Except as disclosed in the Exhibits hereto, each party covenants that, to the best of its knowledge, it has complied in all material respects with all applicable laws, orders and regulations of federal, state, municipal and/or other governments and/or any instrumentality thereof, domestic or foreign, applicable to their assets, to the business conducted by them and to the transactions contemplated by this Agreement. (i) Fieldcrest shall have provided to SoftLock audited financial statements of Fieldcrest for the three most recently completed fiscal years prepared in accordance with generally accepted accounting principles and with Regulation S-X. (j) SoftLock shall have provided to Fieldcrest audited financial statements of SoftLock for the two most recently completed fiscal years, prepared in accordance with generally accepted accounting principles and Regulation S-X, together with unaudited financial statements in the same form for the quarter ended March 31, 1998. Such unaudited financial statements of SoftLock shall include the following schedules: Schedule of Assets; Schedule of Notes Payable; Schedule of Accounts Payable; and Schedule of Notes Receivable or, in their absence, an affirmation that such items do not exist. SoftLock shall also provide, as of a date within ten days of Closing, an update of any material change in the aforementioned schedules. (k) Each party shall have granted to the other party (acting through its management personnel, counsel, accountants or other representatives designated by it) full opportunity to examine its books and records, properties, plants and equipment, proprietary rights and other instruments, rights and papers of all kinds in accordance with Sections 6 and 8 hereof; and each party shall be satisfied to proceed with the transactions contemplated by this Agreement upon completion of such examination and investigation. (l) Effective as of the Closing Date, Fieldcrest's sole executive officer and sole director shall resign her respective positions and/or offices by tendering a written resignation. Immediately prior to said resignations, Fieldcrest's sole director shall appoint as members of Fieldcrest's new board, those persons designated by SoftLock to fill said director positions, with such appointments to be effective as of the Closing. Fieldcrest's sole officer and director may designate, at any time within twelve months following the Closing, one person to serve in the capacity as an advisor to the Board of Directors. The Fieldcrest advisor so designated shall be entitled to notice of, and to attend, all Board meetings for a minimum period of one year following the Closing and shall have the right to be reimbursed for all travel expenses to attend meetings and shall receive the same compensation as any "outside" director or advisor, if any, of Fieldcrest is entitled to receive. (m) All press releases, stockholder communications, SEC Filings and other publicity generated by Fieldcrest or SoftLock regarding the transactions contemplated by this Agreement shall have been reviewed and approved by the other party before their release to the public or any governmental agency. (n) If Stockholders, who in the aggregate own five percent (5%) or more of the SoftLock Shares, dissent from the proposed share exchange, or are unable or for any reason refuse to transfer any or all of their SoftLock Shares to Fieldcrest in accordance with Section 1 of this Agreement, Fieldcrest, at its option, may terminate this Agreement. (o) Each party shall have satisfied itself that all transactions contemplated by this Agreement, including those contemplated by the exhibits attached hereto, shall be legal and binding under applicable statutory and case law of the State of Delaware, including, but not limited to, Delaware's securities laws and all other applicable state securities laws. (p) The Exchange shall be approved by the stockholders of SoftLock, or by the stockholders of Fieldcrest, if deemed necessary or appropriate by counsel for the same, within thirty (30) days following execution of this Agreement. If such a meeting is deemed necessary, the management of SoftLock, or of Fieldcrest as the case may be, agrees to recommend approval to their Stockholders and to solicit proxies in support of the same. (q) Either Fieldcrest or SoftLock shall have entered into an employment contract with ▇▇▇▇▇▇▇▇ LLP▇▇▇▇▇▇, addressing due authorization, execution such contract to be satisfactory to the parties and enforceability have a term lasting at least two years from the date of this AmendmentAgreement, no conflicts and, if the contract be with any law or any other agreementsSoftLock, that Fieldcrest shall have ratified, adopted, and such other matters relating confirmed the contract. (r) All holders of Fieldcrest restricted common stock in excess of one million shares shall execute agreements in form and substance satisfactory to this Amendment SoftLock and Fieldcrest whereby they agree that 75% of their restricted shares shall not be sold for a period of twelve months following Closing, except that private sales may be made to purchasers who agree to be bound by the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 provisions of the Credit Agreement and Section 8 lock-up agreement. (s) SoftLock agrees, immediately following the closing of this Amendment shall be trueAgreement, correct to use its best efforts to amend Fieldcrest's Certificate of Incorporation to: (i) change Fieldcrest's name to SoftLock Services, Inc., or to a name that is substantially similar; and complete (ii) adjust the authorized number of shares of common stock in all material respects on and such a manner as to establish a sufficient reserve of shares issuable upon exercise of the Closing Date Fieldcrest Options to be granted as if made on and as of such date unless stated to relate to a specific earlier date replacement for the SoftLock Options. (in which case such representations and warranties t) SoftLock shall have been true, correct and complete raised at least $500,000 in all material respects on and as connection with the private placement of such earlier date)142,857 shares of SoftLock common stock at a purchase price of $3.50 per share.

Conditions Precedent to Closing. The Closing Date obligation of Administrative Agent and ▇▇▇▇▇▇▇ to enter into this Amendment Agreement is subject to the satisfaction of the following conditionsconditions precedent: 7.1 (a) Administrative Agent’s receipt of this Amendment shall have been properly Agreement duly executed by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorizationBorrowers and Guarantor; (b) Borrowers shall have paid Administrative Agent, execution and enforceability for the ratable benefit of the Lenders, a non-refundable work fee in the amount of $250,000; (c) Borrowers shall have delivered, or substantially concurrently with the effectiveness of this AmendmentAgreement, no conflicts with any law or any other agreementsshall deliver, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be a true, correct and complete in all material respects on and as copy of the Closing Date as if made on executed Preston Commons Purchase Agreement to the Administrative Agent for distribution to the Lenders; (d) Borrowers shall have delivered to Administrative Agent evidence reasonably satisfactory to Administrative Agent that the disposition fees payable to the Manager with respect to the sale of the Preston Commons Property shall be reduced to $500,000 and as payment of such date unless stated disposition fees shall be deferred to relate to a specific earlier date December 1, 2025; (in which case such representations and warranties e) Borrowers shall have been truedelivered resolutions authorizing the Preston Commons Purchase Agreement and this Agreement, correct and complete secretary’s certificates (including incumbency certificates), in form and substance satisfactory to Administrative Agent; (f) Administrative Agent and the Lenders shall have completed all material respects on applicable flood hazard reviews necessary in connection with this Agreement; and (g) Borrowers shall have paid all out-of-pocket costs and expenses of Administrative Agent related to the Loan, the Loan Agreement or this Agreement, including but not limited to all legal fees and disbursements and other advisor fees, in each case, to the extent invoiced at least two (2) Business Days prior to the effectiveness of this Agreement. Any additional all out-of-pocket costs and expenses of Administrative Agent related to the Loan, the Loan Agreement or this Agreement, including but not limited to all legal fees and disbursements and other advisor fees incurred between the execution of this Agreement and the closing under the Preston Commons Purchase Agreement (such fees and disbursements, together with the Exit Fee, being referred to herein as the “Loan-Related Costs and Expenses”) shall be paid to Administrative Agent from the proceeds of such earlier date)the sale as Approved Closing Costs.

Conditions Precedent to Closing. The Closing Date obligation of Purchaser to close this Amendment is Contract shall, at the option of Purchaser, be subject to the following conditionsconditions precedent: 7.1 this Amendment shall have been properly executed by a. All of the Required Lendersrepresentations, Agent, the Guarantors warranties and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms agreements of Seller set forth in Schedule 2this Contract shall be true and correct in all material respects as of the date hereof and at closing, and Seller shall not have on or prior to closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this Contract; 7.3 Borrower b. There shall be no material adverse change in the matters reflected in the Title Commitment, and there shall not exist any encumbrance or title defect affecting the Subject Property not described in the Title Commitment except for the Permitted Exceptions; c. There shall be no changes in the matters reflected in the Survey, and there shall not exist any easement, right-of-way, encroachment, waterway, pond, flood plain, conflict or protrusion with respect to the Subject Property not shown on the Survey; d. No material and substantial change shall have paid all fees occurred with respect to the Subject Property which would in any way affect the findings made in the inspection of the Subject Property described in Article VI hereinabove; and e. Purchaser obtaining, at its sole cost and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendmentexpense, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs an ALTA Owner Policy of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee Title Insurance (the “Consent Fee”"Title Policy") equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% insuring Purchaser in the amount of the Consent Fee purchase price that Purchaser has acquired good and marketable title to the Subject Property, subject only to the Permitted Exceptions. Purchaser shall be due entitled to request the Title Company to provide at Purchaser's sole cost and payable expense, such endorsements (or amendments) to the Title Policy as Purchaser may reasonably require so long as such endorsements or amendments do not impose additional liability on Seller nor delay the Closing Dateclosing. If any such condition is not fully satisfied by closing, and the remaining 60% of the Consent Fee Purchaser may terminate this Contract by written notice to Seller whereupon this Contract shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenderscancelled, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment money deposit (less $100.00) shall be true, correct returned to Purchaser by the Title Company and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties thereafter neither Seller nor Purchaser shall have been true, correct and complete in all material respects on and as of such earlier date)any continuing obligations one unto the other.

Conditions Precedent to Closing. The Closing Date of this Amendment Purchaser’s obligation to purchase the Property from Seller is subject to the following conditionsconditions precedent (collectively, the “Conditions Precedent”), each of which are for Purchaser’s benefit only: 7.1 (i) Title. Within seven (7) calendar days from the Seller’s execution of this Amendment Agreement, Seller shall have been properly executed by cause the Required LendersTitle Company (as hereinafter defined) to provide Purchaser, Agentat Seller’s expense, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, preliminary title report for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee Real Property (the “Consent FeePreliminary Report”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided), however that only 40% of the Consent Fee which Preliminary Report shall be due and payable on the Closing Dateissued by Orange Coast Title Company, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided furtherwhose offices are located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ & , ▇▇▇▇▇▇▇▇▇▇ LLP▇▇▇▇▇ (the “Title Company”; attention Ms. ▇▇▇▇▇ ▇▇▇▇▇▇▇), addressing due authorizationtogether with copies of all exceptions and the documents supporting the exceptions (collectively, execution the “Exceptions”) in the Preliminary Report. Within fourteen (14) calendar days after the Effective Date (said period commencing on the Effective Date and enforceability ending on the fourteenth (14th) calendar day thereafter being herein defined as the “Due Diligence Period”), Purchaser shall review the Preliminary Report and approve or disapprove of this Amendmentthe condition of the title reflected in the Preliminary Report (the “Condition of Title”), no conflicts with any law which approval or any other agreementsdisapproval must be in a writing which shall be received by Seller and Escrow Agent prior to the end of the Due Diligence Period. Should both the Escrow Agent and Seller not actually receive Purchaser’s written approval or disapproval of the Preliminary Report prior to the end of the Due Diligence Period, said non-receipt shall be deemed to be Purchaser’s acceptance of the Property, and such other matters relating Purchaser does hereby expressly waive any and all rights it may otherwise have or had to this Amendment cancel the Escrow from and after that point in time for any reason whatsoever that is associated with title to the Real Property. If Purchaser’s notice of disapproval of the Condition of Title is received by both Seller and Escrow Agent prior to the end of the Due Diligence Period, in that event Seller shall have the right to either (a) terminate the escrow, cancel the title request and direct the Escrow Agent to return the Deposit to Purchaser, or (b) elect to try and modify the Condition of Title so as to eliminate the reason for Purchaser’s disapproval of the Condition of Title. If Seller elects to pursue the right granted in subparagraph (b), above, Seller shall have thirty (30) calendar days to perfect that change and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties Close of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment Escrow shall be truemoved, correct and complete in all material respects on and as a day-for-day basis, to allow for that action. Notwithstanding anything else to the contrary within this Agreement, after the date on which the Seller executes this Agreement, Seller shall not alter the Condition of Title without the Closing Date as if made on and as express written consent of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)Purchaser.

Conditions Precedent to Closing. The Closing Date effectiveness of this Amendment Agreement is subject to the following conditions: 7.1 this Amendment shall have been properly executed by the Required Lendersfulfillment, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendmentsatisfaction of L▇▇▇▇▇, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable following conditions precedent on the Closing Date, and the remaining 60% : (a) Lender shall have received each of the Consent Fee shall be due following documents in form and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior substance satisfactory to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% Lender: (i) duly executed counterpart of the Consent Fee shall no longer be due and payablethis Agreement; 7.4 receipt by Agent, unless otherwise agreed to by Agent, (ii) duly executed Custody Agreement; (iii) a duly executed counterpart of resolutions Form FR U-1; (iv) certified copies of Borrower’s and each Guarantor’s board of directors (A) the Organization Documents (including any amendments or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf supplements thereto) of Borrower, (B) the resolutions authorizing and approving the execution, delivery and performance by Borrower, Borrower of this Amendment, the Credit Agreement and the other Loan Facility Documents and certificates related the Advances hereunder, and otherwise reasonably satisfactory to such resolutionsLender, and (C) documents evidencing all other necessary company action, governmental approvals and third-party consents, if any, with respect to this Agreement and any other Facility Document; 7.5 receipt by Agent (v) a certificate of Borrower certifying the names and true signatures of the Responsible Officers of Borrower authorized to sign this Agreement and any other Facility Document to be delivered hereunder or thereunder; (vi) certificates evidencing the good standing of each of Borrower in its jurisdiction of formation and each other jurisdiction where it is qualified to do business dated a date not earlier than thirty (30) Business Days prior to the Closing Date as to the good standing of Borrower; (vii) opinions of counsel to Borrower in form and Guarantorssubstance reasonably satisfactory to Lender; and (viii) the results of Tax, Pauljudgment and L▇▇▇ searches on Borrower obtained by and reasonably satisfactory to Lender, Hastingsas of a recent date. (b) Borrower shall have provided any form reasonably requested by Lender necessary to comply with Regulation U or X, or any other provisions of the regulations of the FRB. (c) Lender shall have completed its due diligence review with respect to Borrower and Investment Adviser and is satisfied, in its sole and absolute discretion, with the result of its due diligence review, including its due diligence review of B▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)’s Investment Policies.

Conditions Precedent to Closing. (a) The Closing Date following shall be conditions precedent to Purchaser's obligation to consummate the purchase and sale transaction contemplated herein (the "Purchaser's Conditions Precedent"): (i) Purchaser shall not have terminated this Agreement in accordance with Section 4, Section 16(a) or Section 16(b) of this Amendment is subject Agreement within the time periods described in said Sections. (ii) Title Company shall stand ready to issue, at the Closing, an ALTA Form B 1970 Owner's Policy of Title Insurance (the "Title Policy"), dated the date and time of Closing and with policy coverage in the amount of the Purchase Price, insuring Purchaser as owner of good, marketable and indefeasible fee title to the Property, subject only to the Permitted Exceptions, and affirmatively insuring as a part of Schedule A to such title policy Purchaser's rights under the REAs or other appurtenant easements that benefit the Real Property and containing the following conditions:endorsements: an extended coverage endorsement over the general exceptions contained in the policy, an endorsement insuring against loss of title to the Property or the inability of the owner of the Property to maintain the improvements now located on the Property by reason of a violation of a covenant, condition or restriction of record affecting the Property, a location endorsement insuring the accuracy of the Survey, an endorsement insuring legal access to the Property from each of the streets bordering on the Property, and insuring that all such streets are dedicated public streets, a contiguity endorsement, a zoning 3.1 endorsement including coverage over parking, a tax parcel endorsement, a utility facility endorsement and such other endorsements reasonably requested by Purchaser. 7.1 this Amendment (iii) Purchaser shall have received and reasonably approved, within two (2) days after the delivery thereof, executed estoppel certificates substantially in the form of Exhibit D hereto from each of the Major Tenants and from Tenants occupying the leasable space in the Improvements which is leased as of the date of this Agreement; provided, however, that if the form of estoppel certificate attached hereto as Exhibit D requests information in addition to or different than that required to be given pursuant to a Tenant's Lease, this condition will be satisfied for such Tenant(s) if such Tenant(s) executes an estoppel certificate in the form required pursuant to its Lease. If Seller is unable to obtain an estoppel certificate from all Tenants (the Tenants from whom estoppel certificates have not been properly executed by the Required Lenders, Agentobtained, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing "Missing Tenants"), but has obtained an estoppel certificate from all Major Tenants, then, in lieu thereof, Seller may satisfy this Condition Precedent by providing to Purchaser a certificate pertaining to each Missing Tenant (each a "Seller's Certificate"), covering the Bond Resolution, pursuant to the terms same matters that would have been set forth in Schedule 2; 7.3 Borrower shall have paid all fees the Missing Tenant's estoppel certificate (and expenses if, after the Closing, Seller delivers to be paid by Borrower to Agent and Purchaser or Manager obtains a tenant estoppel certificate from a Missing Tenant for whom Seller executed a Seller's Certificate at the Lenders in connection with the Credit Agreement and this AmendmentClosing, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date).then Seller thereafter shall

Conditions Precedent to Closing. (a) The Closing Date of this Amendment is subject to the following conditions: 7.1 this Amendment shall have been properly executed by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing conditions precedent to Purchaser’s obligation to consummate the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees purchase and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee sale transaction contemplated herein (the “Consent FeePurchaser’s Conditions Precedent”): (i) equal Purchaser shall not have terminated this Agreement in accordance with Section 4, Section 5, Section 16(a), Section 16(b), Section 17 or any other applicable section of this Agreement within the time periods described in said sections. (ii) Title Company shall be irrevocably committed to 50 basis points multiplied by each such Lenderissue, at the Closing, the Approved Title Policy, subject to Purchaser’s Commitment; provided, however that only 40% payment of the Consent Fee title premiums for which Purchaser is responsible hereunder. (iii) Purchaser shall be due and payable on the Closing Datehave received, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur no less than three (3) business days prior to the Effectiveness Termination DateClosing, or such later date as may be agreed to by executed estoppel certificates in the Lenders, the remaining 60% form of the Consent Fee shall Approved Estoppels (as defined below) (with no longer be due changes other than de minimis changes reasonably approved by Purchaser) and payable; 7.4 receipt by Agentnot disclosing the existence of any default under the Leases referenced therein, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 from tenants occupying at least eighty percent (80%) of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete leasable space in all material respects on and the Improvements which is leased as of the Closing Date as if made on date of this Agreement and as specifically including all of the Major Tenants. Each executed estoppel certificate delivered to Purchaser shall be deemed to be satisfactory to Purchaser unless Purchaser provides Seller with written notice within three (3) business days of Purchaser’s receipt of such date unless stated estoppel certificate of its disapproval of such estoppel certificate and the basis of such disapproval. A “Major Tenant” means each of the following tenants at the Property: Sodexo Operations, LLC and Covance, Inc. Seller’s failure to relate obtain said estoppel certificates shall not be a default by Seller under this Agreement. Seller has prepared, or caused to a specific earlier date (be prepared, and Purchaser has reviewed and approved the forms of estoppel certificates from the tenants, which were based on the form of estoppel certificate attached hereto as Exhibit D and Seller has remitted, or caused to be remitted, the estoppel certificates, as approved by Purchaser, to all the tenants of the Property for signature. Such estoppel certificates prepared by Seller and approved by Purchaser as provided above are referred to, collectively, as “Approved Estoppels”. Notwithstanding the foregoing, in which case such representations and warranties the event the condition described in this Section 9(a)(iii) shall not have been truesatisfied, correct and complete either Seller or Purchaser may elect by notice to the other to extend the Closing for a period not to exceed thirty (30) days in all material respects on and as of order to satisfy such earlier date)condition.

Conditions Precedent to Closing. The Closing Date 3.01. Purchaser’s obligation to close the acquisition of the Property pursuant to this Amendment is subject to Agreement shall be conditioned on the following conditions:(collectively, the “Purchaser Closing Conditions”): 7.1 (a) No material adverse change in the condition of the Property shall have occurred since the Effective Date. (b) All of Seller’s covenants and obligations contained in this Amendment Agreement shall have been properly executed performed by Seller in all material respects as of Closing. All of Seller’s representations and warranties shall be true and correct in all material respects as of the Required LendersEffective Date and at Closing. (c) The Title Company shall be irrevocably committed to issue an owner’s title insurance policy in form and substance satisfactory to Purchaser for the ▇▇▇▇▇ Acquisition Property, Agentwhich insures good and marketable fee simple title to the ▇▇▇▇▇ Acquisition Property, subject only to those exceptions permitted pursuant to Section 2 hereof. (d) Purchaser shall have obtained all authority and approvals necessary for Purchaser, including, without limitation, all regulatory and board approvals and governmental determinations, to undertake the obligations contained herein and to consummate the Closing contemplated hereby. (e) No later than three (3) Business Days prior to Closing, Purchaser and Escrow Agent shall have received evidence of all required consents and approvals, if any, by Seller to the transaction contemplated herein. (f) Seller shall have provided payment (either prior to Closing or as a disbursement on the Closing Statement out of the Purchase Price payable to Seller) for all Monetary Liens so that the same may be satisfied and released at or prior to Closing. (g) If Purchaser so elects, and in the manner Purchaser elects, the Guarantors Seller, at Seller’s sole cost and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolutionexpense, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses released (or caused to be paid by Borrower released) the Property from any license agreements, franchise agreements, management agreements, tri-party agreements, licenses, leases, service contracts, equipment leases, supply agreements, vendor contracts, any other contracts for services or goods provided to Agent or encumbering the Property, and any other agreements (collectively, the Lenders “Property Contracts”) that would interfere with Purchaser’s intended use of the Property. (h) Seller shall have terminated any and all leases or other occupancy agreements permitting any third party to occupy all or any portion of the Property, and Seller shall have caused any such tenants or parties in connection with possession to vacate the Credit Agreement and this AmendmentProperty, all fees, expenses at Seller’s sole cost and costs expense. (i) The ▇▇▇▇▇ Acquisition Land shall have been legally subdivided from the remainder of the Original ▇▇▇▇▇ Land (including reasonable attorneys’ fees the recording of a major or minor subdivision plat, as applicable) such that the ▇▇▇▇▇ Acquisition Land exists as a distinct and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee legal tax parcel (the “Consent FeeSubdivision”) equal ). Purchaser, at Purchaser’s expense, shall pursue the Subdivision. Seller shall cooperate with ▇▇▇▇▇’s efforts to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% secure the Subdivision. If any of the Consent Fee shall be due and payable on above conditions precedent to Purchaser’s obligation to close has not been satisfied as of the Closing Date, and the remaining 60% or as of the Consent Fee shall be applicable due dates noted in such condition, Purchaser may (i) terminate this Agreement by written notice to Seller and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% receive a full refund of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPMoney, addressing whereby Purchaser shall have no further obligations or liabilities under this Agreement, except as expressly set forth herein, (ii) extend the Closing or due authorizationdate of the performance of the applicable condition by written notice to Seller for a reasonable period of time to allow for the satisfaction of the condition (and, execution if Purchaser requests, in its sole discretion, Seller and enforceability of Purchaser shall enter into an amendment to this AmendmentAgreement to evidence the extension), no conflicts with any law or any other agreements(iii) waive the condition, in whole or in part, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of consummate the Closing Date as if made on contemplated hereby. If the Purchaser elects to extend the Closing or due date for performance, and as at the end of such date unless stated extended period of time, the applicable condition still has not been satisfied, Purchaser may elect to relate to a specific earlier date exercise the remedies set forth in items (i) or (iii) in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)the immediately preceding sentence.

Conditions Precedent to Closing. The obligations and agreements of Lender contained herein shall be conditioned on the prior or contemporaneous satisfaction of the following (collectively, the “Closing Date Conditions”), each to Lender’s reasonable satisfaction: (a) The execution, acknowledgment and delivery of this Amendment is subject Agreement by all of the parties concurrently with the Closing, and the execution, acknowledgment and delivery of a Borrower General Certificate and a Guarantor General Certificate. (b) Borrower’s payment to Lender of the following conditions:Pay Down. 7.1 this Amendment (c) Borrower’s payment to Lender of all Expenses. (d) Borrower’s payment to Midland of the Modification Fee. (e) Lender shall have been properly received from Borrower such resolutions and certificates as Lender may reasonably require, in form and content reasonably acceptable to Lender, authorizing Borrower to enter into this Agreement and to amend Loan Documents which shall be executed by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers persons and/or entities on behalf of Borrowersuch parties, and the performance by Borrowera certified copy of each parties’ organizational documents, of this Amendmentwith all amendments, the Credit Agreement modifications, supplements and the other Loan Documents restatements thereto, and certificates related of good standing as appropriate, in form and substance reasonably acceptable to such resolutions;Lender. 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the (f) The representations and warranties of Borrower contained herein are true and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on respects, and shall be true and correct as of the Closing Date as if made date of the closing of the transaction contemplated hereby. (g) Guarantor shall execute an acknowledgement and reaffirmation of that Guaranty executed on December 15, 2011, and as all waivers and agreements contained therein are in full force and effect. (h) Lender’s receipt of such date unless stated a REMIC opinion relative to relate this Transaction in form and substance reasonably acceptable to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)Lender.

Conditions Precedent to Closing. The Closing Date Within ten (10) days from the date of execution of this Amendment is Contract, Seller shall submit to Purchaser, for Purchaser’s approval, the declaration of covenants, conditions and restrictions which Seller will adopt for the purpose of regulating development of the residential subdivision which will include the Subject Property as well as other property owned by Seller. This declaration must expressly provide that property subject to the following conditions: 7.1 this Amendment declaration may be developed for time share use and that time share use is a permitted use thereunder. Purchaser shall have been properly executed by five (5) days from the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection date on which Seller provides Purchaser with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% copy of the Consent Fee shall be due proposed declaration within which either to approve or disapprove the proposed declaration; if Purchaser approves the declaration, then Seller will record the declaration and payable on the Closing Date, and the remaining 60% provide Purchaser with a copy of the Consent Fee shall be due and payable recorded declaration within five (5) days from the date on which Purchaser notifies Seller in writing that Purchaser has approved the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date declaration. If Purchaser does not occur approve Seller’s proposed declaration, then Purchaser may terminate this Contract by written notice to Seller at any time prior to the Effectiveness Termination Dateexpiration of the Inspection Period, or such later date as may whereupon this Contract shall be agreed to by the Lenderscancelled, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & money (less $100.00) shall be returned to Purchaser by the Title Company, and thereafter neither Seller nor Purchaser shall have any continuing obligations one unto the other. Within forty-five (45) days from the date of execution of this Contract, Purchaser shall submit to Seller for Seller’s approval Purchaser’s plans for development of a time share project at the Subject Property. Purchaser’s plans shall include a site plan, grading and drainage plans, landscaping plans, plans for access to and from the Subject Property, and plans for the exterior appearance, color and texture of any buildings to be constructed on the Subject Property. If for any reason Seller has not approved Purchaser’s plans prior to the expiration of the Inspection Period, then Purchaser may terminate this Contract by written notice to Seller, whereupon this Contract shall be cancelled, the ▇▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreementsmoney (less $100.00) shall be returned to Purchaser by the Title Company, and such other matters relating thereafter neither Seller nor Purchaser shall have any continuing obligations one unto the other. The obligation of Purchaser to close this Amendment and Contract shall, at the transactions contemplated hereby as Agent may reasonably request; andoption of Purchaser, be subject to the following additional conditions precedent: 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 a. All of the Credit Agreement representations, warranties and Section 8 agreements of Seller set forth in this Amendment Contract shall be true, true and correct and complete in all material respects on and as of the Closing Date date hereof and at each closing, and Seller shall not have on or prior to each closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as if made required by the terms of this Contract. b. There shall be no change in the matters reflected in the Title Commitment, and there shall not exist any encumbrance or title defect affecting the Subject Property not described in the Title Commitment except for the Permitted Exceptions. c. There shall be no changes in the matters reflected in the Survey, and there shall not exist any easement, right-of-way, encroachment, waterway, pond, flood plain, conflict or protrusion with respect to the Subject Property not shown on the Survey. d. No material and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties substantial change shall have been trueoccurred with respect to the Subject Property which would in any way affect the findings made in the inspection of the Subject Property described in Article VI hereinabove. If any such condition is not fully satisfied at the time of each closing hereunder, correct Purchaser may terminate this Contract by written notice to Seller whereupon this Contract shall be cancelled, all ▇▇▇▇▇▇▇ money (less $100.00) shall be returned to the Purchaser, and complete in all material respects on and as of such earlier date)thereafter neither Seller nor Purchaser shall have any continuing obligations one unto the other.

Conditions Precedent to Closing. The Closing Date of Purchaser’s obligation to consummate the transaction contemplated by this Amendment is Agreement shall be subject to satisfaction or waiver of each of the following conditionsconditions (“Conditions Precedent”) on or before the Contingency Date: 7.1 this Amendment (a) Title/Survey. Seller, at its sole cost and expense, shall furnish to Purchaser as soon as possible, but in no event later than, within seven (7) business days after the Effective Date, the following: (i) a current title commitment for an extended coverage owner’s title insurance policy with respect to the Real Property issued by the Title Company (“Commitment”) together with copies of all underlying title documents listed in the Commitment (other than any of Seller’s financing documents), with the commitment of the Title Company to insure fee title to the Real Property and to delete exceptions 1 through 5 with respect to the Real Property, and (ii) the most recent ALTA survey for the Real Property to the extent in Seller’s records. Purchaser, at Purchaser’s sole cost and expense, shall have been properly executed the right to require (i) that such survey be certified to Purchaser and Purchaser’s lender, and (ii) that such survey be updated and revised to add any additional Table A items reasonably required by Purchaser or Purchaser’s lender. If the Required LendersSurvey discloses survey defects or other matters or if the Commitment shows exceptions or other matters that are objectionable to Purchaser, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant which are not attributable to the terms set forth acts and/or omission of Purchaser or its Affiliates, and/or the Title Company refuses to issue any endorsement requested by Purchaser which is otherwise available in Schedule 2; 7.3 Borrower the State of Idaho due solely to the unique characteristic of the Real Property, then Purchaser shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders notify Seller, in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee writing (the “Consent FeeTitle Notice”), on or before the date that is ten (10) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur days prior to the Effectiveness Termination Contingency Date, specifying any such objectionable matter. If Purchaser timely delivers the Title Notice, then on or before the Contingency Date, Seller may provide Purchaser with adequate assurances in writing that any such later date as may objectionable matter will be agreed removed or endorsed over to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of BorrowerPurchaser’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date).satisfaction on

Conditions Precedent to Closing. The Closing Date closing of this Amendment is the Second Lien Exchange and the Bank Amendments shall be subject to customary conditions which shall include the following conditions: 7.1 this Amendment shall have been properly executed by following: · Definitive Documentation that complies with Section 4 of the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Amended Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding shall include an Intercreditor Agreement between the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, collateral agent for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (lenders under the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Existing Credit Agreement and the other collateral agent for the holders of the New Second Lien Notes, which Definitive Documentation and Intercreditor Agreement shall be in form and substance reasonably satisfactory to the Requisite Consenting Term B-2 Lenders and the Requisite Consenting Noteholders; · The Bank Amendments shall be in form and substance reasonably satisfactory to the Requisite Consenting Noteholders; · Delivery of customary opinions, as reasonably determined by the parties; · Payment of the reasonable and documented fees and expenses incurred by the professionals for the Revolving Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and GuarantorsAgent, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreementsthe Consenting Term B-2 Lenders, and the Consenting Noteholders; and · Receipt of requisite consents to the Bank Amendments from the lenders under the Existing Credit Agreement (the “Requisite Consents”). Unsecured Exchange Transaction Overview Unsecured Exchange Transaction for New Senior Unsecured Notes and Cash Tender Offer: If Monitronics has not received the Requisite Consents by the Toggle Trigger Time, then Ascent and Monitronics shall offer to exchange, up to $100 million in cash and/or up to $585 million of New Senior Unsecured Notes (as defined below), together with the Additional Consideration (as defined below) on the following basis: · Cash Tender/Modified Dutch Auction: Tendered Notes shall be accepted for purchase by Ascent (such other matters relating Notes, the “Acquired Notes”) pursuant to this Amendment a modified “Dutch Auction” tender offer within a price range of $750 per $1,000 principal amount of Notes to $875 per $1,000 principal amount of Notes. Notes will be accepted from the lowest price bid to the highest within the range until the tender is filled and the transactions contemplated hereby maximum participation level has been reached. Except as Agent provided below with respect to Acquired Notes that may reasonably request; and 7.6 be exchanged by Ascent for New Senior Unsecured Notes, the fact that Acquired Notes shall be exchanged by Ascent for new unsecured notes of Monitronics, which shall be expressly subordinated in right of payment to the representations New Senior Unsecured Notes and warranties of Borrower and each Guarantor contained in Article 5 to the guarantees of the Credit Agreement New Senior Unsecured Notes, pay cash interest at 9.125% (no PIK feature), and Section 8 of this Amendment shall be true, correct and complete will mature no earlier than the New Senior Unsecured Notes. Any Notes tendered into the modified Dutch Auction in all material respects on and as excess of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been truemaximum participation level, correct and complete in all material respects on and as of such earlier date)but not accepted, will be deemed tendered into the exchange offer described below.

Conditions Precedent to Closing. 7.1 The Closing Date of this Amendment is subject to the following conditions: 7.1 this Amendment shall have been properly executed by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing conditions precedent to Purchaser’s obligation to consummate the Bond Resolution, pursuant to purchase and sale transaction contemplated herein (the terms “Purchaser’s Conditions Precedent”): (a) The representations and warranties set forth in Schedule 2; 7.3 Borrower Section 4 shall be true and correct in all material respects as of the Closing Date except for breaches thereof which do not in the aggregate have a material adverse effect on the value of the Real Property or Seller Subsidiary Interest, each taken as a whole, and each Seller shall have paid all fees duly and expenses substantially performed each and every material covenant, undertaking and agreement to be paid performed by Borrower to Agent and the Lenders in connection with the Credit Agreement and Sellers under this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this AmendmentAgreement, including a fee the delivery of the documents described in Sections 9.1 and 9.2 hereof. (b) The Title Company shall be unconditionally prepared and irrevocably committed to Agent, for the account issue ALTA extended coverage owner’s policies of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee title insurance (the “Consent FeeTitle Policies”) equal insuring the interest of each Applicable Seller Subsidiary Entity and Purchaser, as successor by merger to 50 basis points multiplied by such Applicable Seller Subsidiary Entity, in each such Lender’s Commitment; providedApplicable Real Property, however that only 40% of the Consent Fee shall be due and payable on dated the Closing Date, and with an aggregate liability for each policy of title insurance in the remaining 60% amount of the Consent Fee Purchase Price for the Applicable Subsidiary Entity Interests of the Applicable Seller Subsidiary Entity owning the Applicable Property, in the forms, containing such endorsements, and subject only to such exceptions as have been reasonably approved by Sellers, Purchaser and Purchaser’s Lender. (c) With respect to the Boulder Property, Purchaser shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur have received at least seven (7) days prior to the Effectiveness Termination DateClosing, (i) an executed Ground Lessor Consent and Estoppel Certificate from the lessor under the Boulder Ground Lease substantially in the form of Exhibit J-1 attached hereto (with such changes thereto reasonably approved by Purchaser and Purchaser’s Initial Lender), dated no more than thirty (30) days prior to the Closing (the “Ground Lessor Estoppel Certificate”) and (ii) an executed Fee Mortgagee Estoppel Certificate from any mortgagee of fee title to the Boulder Ground Leased Land substantially in the form of Exhibit J-2 attached hereto (with such changes thereto reasonably approved by Purchaser and Purchaser’s initial lender), dated no more than thirty (30) days prior to the Closing (the “Fee Mortgagee Estoppel Certificate”). (d) Each Seller shall have formed its Applicable Seller Subsidiary Entity and transferred its Applicable Property to its Applicable Seller Subsidiary Entity in the manner required under Section 2.1 above. (e) Concurrently or such later date substantially concurrently with the Closing (i) the Merger (as may defined in the Merger Agreement) shall be agreed to by consummated, (ii) SCI shall have entered into the LendersMaster Lease, and (iii) SCI and the remaining 60% Sellers shall have entered into the Subleases. If any of the Consent Fee foregoing Purchaser’s Conditions Precedent are not satisfied with respect to a particular Property or Subsidiary Entity Interests, Purchaser shall no longer be due have the right at its sole election either to waive the condition in question and payable; 7.4 receipt by Agent, unless otherwise agreed proceed with the purchase of such Subsidiary Entity Interests pursuant to by Agent, all of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, terms of this AmendmentAgreement or, in the Credit alternative, to terminate this Agreement and the other Loan Documents and certificates related with respect to such resolutions;Subsidiary Entity Interests or in its entirety. In the event that Purchaser elects to terminate this Agreement with respect to such Subsidiary Entity Interests as provided in the foregoing sentence, this Agreement shall become null and void without further obligation on the part of Purchaser and Seller of such Subsidiary Entity Interests with respect to such Subsidiary Entity Interests. In the event Purchaser elects to terminate this Agreement in its entirety, this Agreement shall become null and void without further obligation on the part of Purchaser and Sellers. 7.5 receipt by Agent 7.2 The obligation of opinions of counsel each Seller to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and consummate the transactions contemplated hereby as Agent may reasonably request; and 7.6 hereunder to occur on the fact that Closing Date are each conditioned on the representations and warranties of Borrower and each Guarantor contained in Article 5 fulfillment of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects following (“Sellers’ Conditions Precedent”) on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date Date: (in which case such representations and warranties shall have been truea) The truth, correct and complete in all material respects on respects, of each and every representation and warranty made by Purchaser and the due performance of each and every material covenant, undertaking and agreement to be performed by Purchaser under this Agreement (including, but not limited to, the delivery by Purchaser of the items, and the making of the payments, described in Section 10 below). (b) Concurrently or substantially concurrently with the Closing (i) the Merger (as defined in the Merger Agreement) shall be consummated and (ii) Purchaser shall have entered into the Master Lease. (c) The Title Company shall be unconditionally prepared and irrevocably committed to issue ALTA extended coverage leasehold owner’s policies of title insurance insuring SCI’s leasehold estate under the Master Lease and each Seller’s leasehold estate under the Sublease for the Applicable Property, dated the day and time of the Closing, with an aggregate liability for each policy of title insurance in the amount of the Purchase Price for the Applicable Property (or such other amount designated by such Seller), in forms approved by Sellers, and subject only to such exceptions as set forth in the Title Policies. If any of the foregoing Sellers’ Conditions Precedent are not satisfied with respect to a particular Property or Subsidiary Entity Interests, the Seller of such earlier date)Subsidiary Entity Interests shall have the right at its sole election either to waive the condition in question and proceed with the sale of such Subsidiary Entity Interests pursuant to all of the other terms of this Agreement or, in the alternative, to terminate this Agreement with respect to such Subsidiary Entity Interests or in its entirety. In the event that such Seller elects to terminate this Agreement with respect to such Subsidiary Entity Interests as provided in the foregoing sentence, this Agreement shall become null and void without further obligation on the part of Purchaser and such Seller with respect to such Subsidiary Entity Interests. In the event any Seller elects to terminate this Agreement in its entirety, this Agreement shall become null and void without further obligation on the part of Purchaser and Sellers. 7.3 Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated pursuant to the terms thereof, this Agreement shall automatically terminate and become null and void without further obligation on the part of Purchaser and Sellers.

Conditions Precedent to Closing. The Closing Date and the initial disbursement of this Amendment is the Loans shall be subject to the following conditionsconditions precedent: 7.1 this Amendment (a) The Loan Documents shall have been appropriately completed, duly executed by the parties thereto, recorded where necessary and delivered to the Administrative Agent. (b) All legal matters incident to the Loans shall be satisfactory to counsel for the Administrative Agent, and the Borrowers agree to execute and deliver to the Administrative Agent such additional documents and certificates relating to the Loans as the Administrative Agent reasonably may request. (c) Financing statements in form and substance satisfactory to the Administrative Agent shall have been properly executed by filed in each office where necessary to perfect the Required Lenders, Agent, security interest of the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Administrative Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% ratable benefit of the Consent Fee Lenders, in the Collateral, termination statements shall be due have been filed with respect to any other financing statements covering all or any portion of the Collateral and payable on all taxes and fees with respect to such recording and filing shall have been paid by the Borrowers. (d) The Borrowers shall have delivered to the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrowers to authorize the execution and delivery of the Loan Documents, (2) certified copies of the articles or certificate of incorporation, bylaws, articles or certificate of organization and operating agreement of the Borrowers, (3) a certificate of incumbency for the officers of the Borrowers executing the Loan Documents, (4) a good standing certificate, dated not more than 30 days prior to the Closing Date, from the appropriate state official of any state in which the Borrowers are incorporated or qualified to do business, and (5) such additional supporting documents as the remaining 60% Administrative Agent or counsel for the Administrative Agent reasonably may request. (e) The Administrative Agent shall have received (1) an accounts receivable aging and a contract status and backlog report for the most recent fiscal month, in form and substance satisfactory to the Administrative Agent, (2) the financial statements of the Consent Fee shall be due Company for the period ended on January 31, 2006, and payable on the Fourth Amendment Effective Date; provided further(3) a pro forma Covenant Compliance Certificate as of December 31, however2005, if the Fourth Amendment Effective Date does not occur prior giving effect to the Effectiveness Termination initial disbursement of the Loans, and certifying that no Default or Event of Default exists as of the Closing Date, nor would any Default or such later date as may be agreed to Event of Default occur after giving effect thereto. (f) The Administrative Agent shall have received financing statement, judgment and tax lien searches reflecting that there are no Liens outstanding against the Collateral other than those created or permitted by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors this Agreement or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents Documents. (g) The Administrative Agent shall have received evidence that the insurance on the Collateral required by this Agreement has been obtained and certificates related to such resolutions;is in full force and effect. 7.5 receipt by (h) The Administrative Agent shall have received a written opinion of opinions of counsel to Borrower and Guarantors, Paul, Hastings, Pillsbury ▇▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, addressing due authorizationcounsel to the Borrowers, execution in form and enforceability substance satisfactory to the Administrative Agent. (i) There shall not have occurred a material adverse change since December 31, 2004, in the business, assets, liabilities (actual or contingent), operations or financial condition of this Amendmentthe Borrowers and their respective Subsidiaries taken as a whole or in the facts and information regarding such entities as represented to date. (j) The absence of any action, no conflicts with suit, investigation or proceeding pending or threatened in any law court or before any arbitrator or governmental authority that purports (a) to materially and adversely affect the Borrowers or their respective Subsidiaries, or (b) to affect any transaction contemplated hereby or the ability of the Borrowers and their respective Subsidiaries or any other agreements, and such other matters relating obligor under the guarantees or security documents to this Amendment perform their respective obligations under the Loan Documents. (k) All Debt of the Borrowers under the Existing Loan Agreement shall be paid in full and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Existing Loan Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)terminated.

Conditions Precedent to Closing. The Closing Date of 6.1 In addition to any other conditions to Purchaser’s obligation to close set forth in this Amendment Agreement, Purchaser’s obligation to close hereunder is subject to each and all of the following conditionsconditions precedent: 7.1 A. All of Sellers’ representations and warranties contained in this Amendment Agreement shall be true and correct in all material respects when made and also as of the Closing Date when remade. B. All documents, instruments and assurances required hereunder to be delivered to Purchaser shall have been properly executed duly delivered to Purchaser. C. All material covenants and agreements of Sellers under this Agreement shall have been duly performed and satisfied. D. At Closing, either Fidelity National Title Insurance Company or First American Title Insurance Company (each or together, as the context requires, in its capacity as title insurance company hereunder, the “Title Company”) will be committed to deliver to Purchaser one or more ALTA owner’s extended coverage title insurance policies (and, in the case of Properties in Texas, a standard form of Owner’s Policy of Title Insurance as prescribed by the Required LendersTexas State Board of Insurance), Agentinsuring title to each Property subject only to the Permitted Exceptions, in an amount not less than the portion of the Purchase Price allocated to such Property set forth on Schedule I (each, a “Title Policy” and collectively, the Guarantors “Title Policies”), provided that (i) in advance of Closing, Purchaser shall have taken all necessary and Borrower; 7.2 Borrower shall be diligently pursuing customary actions to arrange for or allow issuance of such Title Policies by Title Company, and (ii) all necessary premiums or other charges required for the Bond Resolution, issuance of such Title Policies are paid pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses Section 12.1 (not including any such amounts to be paid by Borrower Sellers hereunder). In the event this Agreement is terminated due to Agent the failure of a condition to Closing other than a default hereunder by Purchaser or Seller, Purchaser and Sellers shall each bear one-half (1/2) of the Lenders cost of any cancellation fees charged by Title Company and Escrowee in connection with the Credit issuance of commitments for the Title Policies and escrow services, respectively, and in the event this Agreement is terminated pursuant to a default hereunder by Purchaser or Seller, the defaulting party shall pay all of the cost of any cancellation fees charged by Title Company and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents Escrowee in connection with the Credit Agreement and this Amendment, including a fee to Agent, issuance of commitments for the account Title Policies and escrow services, respectively. The immediately preceding sentence shall survive the termination of each Lender this Agreement. (including Wachovia Banki) Albertsons Companies, National Association) approving this AmendmentLLC, a consent fee Delaware limited liability company, or (the “Consent Fee”ii) equal to 50 basis points multiplied by each such Lender’s Commitment; providedupon a conversion of Albertsons Companies LLC into a corporation, however that only 40% corporation, or (iii) upon a merger of Albertsons Companies LLC into a corporation, that surviving corporation (any of the Consent Fee foregoing, “Guarantor”), as guarantor under each lease, shall be due satisfy one of the following conditions: (a) a corporate family credit rating of not less than “B2” from ▇▇▇▇▇’▇ Investors Service, Inc. or (b) a credit rating of not less than “B” from Standard and payable on Poor’s Ratings Group. Without limiting anything contained in Section 5.2, in the event any of the foregoing conditions in this Section 6.1 are not satisfied (other than by reason of a default hereunder by Purchaser) and the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior occur, (a) Purchaser may terminate this Agreement, (b) Sellers shall cause Escrowee to refund immediately the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPMoney Deposit to Purchaser, addressing due authorizationand (c) Purchaser shall be entitled to reimbursement from Sellers for all Purchaser’s Costs and Expenses within two (2) business days after written request therefor by Purchaser, execution together with invoices and enforceability other documentation evidencing same as may be reasonably requested by Sellers This paragraph shall survive termination of this Amendment, no conflicts with any law or Agreement. 6.2 In addition to any other agreementsconditions to Sellers’ obligation to close set forth in this Agreement, Sellers’ obligation to close hereunder is subject to each and such other matters relating to this Amendment and all of the transactions contemplated hereby as Agent may reasonably request; andfollowing conditions precedent: 7.6 the fact that the A. All of Purchaser’s representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit this Agreement and Section 8 of this Amendment shall be true, true and correct and complete in all material respects on when made and also as of the Closing Date as if made on when remade. B. All documents, instruments and as of such date unless stated assurances required hereunder to relate be delivered to a specific earlier date (in which case such representations and warranties Sellers shall have been true, correct duly delivered to Sellers. C. All material covenants and complete in all material respects on agreements of Purchaser under this Agreement shall have been duly performed and as of such earlier date)satisfied.

Conditions Precedent to Closing. A. The Closing Date obligation of Purchaser to close this Amendment is Contract shall, at the option of Purchaser, be subject to the following conditionsconditions precedent: 7.1 this Amendment shall have been properly executed by a. All of the Required Lendersrepresentations, Agent, the Guarantors warranties and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms agreements of Seller set forth in Schedule 2;this Contract shall be true and correct in all material respects as of the date hereof and at closing, and Seller shall not have on or prior to closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller’s part as required by the terms of this Contract. 7.3 Borrower b. There shall be no change in the matters reflected in the Title Commitment, and there shall not exist any encumbrance or title defect affecting the Subject Property not described in the Title Commitment except for the Permitted Exceptions. c. There shall be no changes in the matters reflected in the Survey, and there shall not exist any easement, right-of-way, encroachment, waterway, pond, flood plain, conflict or protrusion with respect to the Subject Property not shown on the Survey. d. Purchaser shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs obtained a standard Texas owner’s form of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee title insurance policy (the “Consent FeeTitle Policy”) equal to 50 basis points multiplied issued by each such Lender’s Commitment; provided, however that only 40% the Title Company and insuring Purchaser in the amount of the Consent Fee Purchase Price that Purchaser has acquired good and indefeasible title to the Subject Property, subject only to the Permitted Exceptions. The Title Policy shall be due at the sole cost and payable expense of the Seller, including modification of the standard survey exception so that it is limited to “shortages in area”. Purchaser shall also be entitled to request the Title Company to provide, at Purchaser’s sole cost and expense, such other extended coverage and endorsements (or amendments) to the Title Policy as Purchaser may reasonable require so long as such endorsements or amendments are at no cost to Seller nor impose additional liability on Seller or delay the Closing Date(the endorsements herein are not a condition precedent to Closing). Purchaser acknowledges and agrees that the Title Policy may be actually delivered at a reasonable time following the closing so long as Purchaser has received at closing a current and binding Title Commitment obligating the Title Company to deliver the Title Policy. e. Seller shall provide to Purchaser written evidence, reasonably acceptable to Purchaser, showing the termination of the lease of the Land and Improvements between TTLC, as lessor, and the remaining 60% of the Consent Fee T76, as lessee. If any such condition is not fully satisfied by closing, Purchaser’s sole remedy shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior either (a) to the Effectiveness Termination Date, or such later date as may terminate this Contract by written notice to Seller whereupon this Contract shall be agreed to by the Lenderscancelled, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ money deposit (less $100.00) shall be returned to Purchaser by the Title Company and thereafter neither Seller nor Purchaser shall have any continuing obligations one unto the other (except for the obligations that expressly survive termination), or (b) proceed with closing of the transaction hereunder notwithstanding such condition. B. Provided that Purchaser has applied for the Building Permit (as defined below) and is diligently pursuing the procurement of same, the obligation of Purchaser to close this Contract shall, at the option of Purchaser, also be subject to the condition precedent that Purchaser shall have obtained a building permit (the “Building Permit”) to make certain improvements to the Subject Property necessary to operate a ▇▇▇▇▇ & Wollensky Restaurant. If such condition is not fully satisfied by closing, Purchaser’s sole remedy shall be either (a) to terminate this Contract by written notice to Seller whereupon (i) this Contract shall be cancelled, (ii) the initial ▇▇▇▇▇▇▇ LLPmoney deposit of $25,000 shall be delivered to Seller by the Title Company, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or (iii) any other agreements▇▇▇▇▇▇▇ money deposited with the Title Company by Purchaser to extend the closing date as set forth in Article IX hereunder shall be returned to Purchaser by the Title Company, and such (iv) thereafter neither Seller nor Purchaser shall have any continuing obligations one unto the other matters relating to this Amendment and (except for the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact obligations that the representations and warranties of Borrower and each Guarantor contained in Article 5 expressly survive termination), or (b) proceed with closing of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of transaction hereunder notwithstanding such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)condition.

Conditions Precedent to Closing. 10.1 The Closing Date obligations of Buyer pursuant to this Amendment is Agreement shall, at the option of Buyer, be subject to the following conditionsconditions precedent: 7.1 this Amendment shall have been properly executed by 10.1.1 All of the Required Lendersrepresentations, Agent, the Guarantors warranties and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms agreements of Seller set forth in Schedule 2; 7.3 Borrower this Agreement shall have paid be true and correct in all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% material respects as of the Consent Fee shall be due and payable on the Closing Effective Date, and Seller shall not have on or prior to Closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller’s part as required by the remaining 60% terms of this Agreement. 10.1.2 There shall be no material adverse change in the matters reflected in the Title Commitment, and there shall not exist any material adverse encumbrance or title defect affecting the Property except for the Permitted Exceptions or matters to be satisfied at Closing. 10.1.3 Seller shall have obtained and delivered to Buyer estoppel certificates in substantially the same form as Exhibit F attached hereto and incorporated herein, from Tenants representing eighty-five percent (85%) of the Consent Fee square feet which are leased and occupied by Tenants as of the Effective Date. Prior to delivery to Tenants, Seller shall provide copies of all completed estoppel certificates to Buyer for review at least four (4) days prior to delivery to any Tenant for review and execution. Buyer’s failure to review or respond to Seller regarding the completed estoppel certificates during such four (4)-day time period shall be due deemed approval of the completed estoppel certificates, and payable Seller shall be authorized to deliver such estoppel certificates to Tenants for execution; however, Buyer’s failure to review or comment on the Fourth Amendment completed estoppel certificates within such review period shall not be deemed an approval of the specific Tenant information reflected thereon or a waiver of any representations of Seller hereunder. Estoppel certificates shall be deemed to satisfy this condition precedent unless they disclose material adverse matters. If Buyer disapproves of an estoppel certificate because of a material, adverse matter disclosed therein which is inconsistent with the Leases, and Seller is unable to obtain a reasonably acceptable estoppel certificate prior to the Closing, this Agreement shall terminate, Buyer shall be entitled to a refund of the Deposit, and neither party shall have any further obligation to the other except Buyer’s indemnification obligations under Section 5. Notwithstanding the foregoing, if a Tenant’s Lease provides for a different standard for an estoppel certificate, compliance therewith by Seller shall be deemed to compliance herewith. 10.1.4 Escrow Holder shall be unconditionally prepared to issue the Title Policy in accordance with the terms of this Agreement and the Title Commitment. 10.2 The obligations of Seller under this Agreement shall, at the option of Seller, be subject to the following conditions precedent: 10.2.1 All of the representations, warranties and agreements of Buyer set forth in this Agreement shall be true and correct in all material respects as of the Effective Date, and Buyer shall not have on or prior to Closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Buyer’s part as required by the terms of this Agreement. 10.2.2 Seller shall have received approval of the sale from all entities and/or individuals comprising Seller no later than fifteen (15) business days after the Effective Date. In the event Seller does not receive approval from all necessary entities, Seller shall reimburse Buyer for its direct, actual out-of-pocket costs and expenses relating to this transaction, not to exceed Fifty Thousand Dollars ($50,000). Buyer’s reimbursement request shall include detailed, paid invoices evidencing payment of such out-of-pocket costs actually incurred by Buyer. 10.3 If any such condition is not fully satisfied by Closing, the party in whose favor the condition runs shall notify the other party and may terminate this Agreement by written notice whereupon this Agreement may be canceled, the Due Diligence Items shall be returned, and the Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder; provided furtherprovided, however, if Buyer notifies Seller of a failure to satisfy the Fourth Amendment Effective Date does not occur prior conditions precedent set forth in this Section, Seller may, within five (5) days after receipt of Buyer’s notice (the “Notice Period”) agree to satisfy the Effectiveness Termination condition by written notice to Buyer, and Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such condition within an additional five (5) day period (the “Extended Closing Date”). If Seller fails to agree to cure such condition during the Notice Period or fails to cure such condition by the Extended Closing Date, or such later date as may this Agreement shall be agreed to by the Lenderscanceled, the remaining 60% of the Consent Fee Deposit shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed returned to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other thingsBuyer, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment Due Diligence Items shall be true, correct returned to Seller and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties neither party shall have been trueany further liability hereunder, correct and complete except as expressly set forth in all material respects on and as of such earlier date)this Agreement.

Conditions Precedent to Closing. The Closing Date This Agreement shall become effective on the date that each of this Amendment is subject to the following conditions: 7.1 this Amendment conditions shall have been properly executed satisfied or waived by the Required LendersLender: (i) receipt by the Lender of: (A) executed counterparts of this Agreement, Agent, sufficient in number for distribution to the Guarantors Lender and the Borrower; 7.2 (B) Notice of Account Designation, substantially in the form of Exhibit F hereto, appropriately completed and signed by a Responsible Officer of the Borrower; (C) if requested by the Lender, a promissory note as contemplated in Paragraph 1(d) above, substantially in the form of Exhibit D hereto, appropriately completed and signed by a Responsible Officer of the Borrower; (D) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents (E) such documents and certifications as the Lender may reasonably require to evidence that the Borrower is duly organized, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so is not reasonably likely to have a Material Adverse Effect; (F) a favorable opinion of counsel to the Borrower, addressed to the Lender; (G) a certificate of a Responsible Officer either (1) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (2) stating that no such consents, licenses or approvals are so required; Lowe’s Companies, Inc. (H) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in clauses (ii) and (iii) of the section below entitled “Conditions Precedent to Borrowing, Conversion or Continuation” have been satisfied as of the Closing Date (regardless of whether any funding occurs on the Closing Date); and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (1) upon the reasonable request of the Lender made at least ten days prior to the Closing Date, the Borrower shall be diligently pursuing the Bond Resolution, pursuant have provided to the terms set forth Lender the documentation and other information so requested in Schedule connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least five days prior to the Closing Date; and (2;) at least five days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification; and 7.3 (J) such other assurances, certificates, documents, consents or opinions as the Lender may reasonably require. (ii) Any and all fees required to be paid on or before the Closing Date shall have been paid. (iii) Unless waived by the Lender, the Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses charges and costs (including reasonable attorneys’ fees and expenses but excluding disbursements of counsel to the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Associationdirectly to such counsel if requested by the Lender) approving this Amendment, a consent fee (to the “Consent Fee”) equal extent invoiced prior to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable or on the Closing DateDate or reflected on a settlement statement or funds flow statement approved by the Borrower, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier dateLender).

Conditions Precedent to Closing. The Closing Date closing of the transaction contemplated by this Amendment is Agreement and all the obligations of Purchaser under this Agreement are subject to the following conditions: 7.1 this Amendment shall have been properly executed by the Required Lendersfulfillment, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders on or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on before the Closing Date, of the following conditions precedent (“Conditions Precedent”): a. The status and marketability of title shall have been established to Purchaser's satisfaction in accordance with Section 3. b. Purchaser shall have successfully closed on the transactions contemplated by the Asset Purchase Agreement. c. Seller and Classic shall have executed the Termination Agreement related to the Lease as set forth in the Asset Purchase Agreement and delivered a copy of the same to Purchaser. d. Purchaser shall be satisfied with the results of Purchaser’s Inspections of the Property, in Purchaser’s sole discretion. e. The condition of the Property, the Personal Property, and the remaining 60% of the Consent Fee Improvements shall be due and payable acceptable to Purchaser upon inspection by Purchaser on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur day prior to the Effectiveness Termination Closing Date. f. The representations and warranties made by Seller in Section 8 shall be correct as of the Closing Date with the same force and effect as if such representations and warranties were made at such time. g. Any assignee of Purchaser shall have executed a resolution authorizing and approving the purchase of the Property as evidenced by this Agreement. h. Purchaser shall have received all necessary governmental and other approvals, licenses, and permits for Purchaser’s intended use and operation of the Property as an adult entertainment business serving alcohol. i. Purchaser shall have obtained a current letter from the zoning and planning department of the City of Minneapolis setting forth the zoning code affecting the Property and stating that the Property is in conformity with all applicable zoning, building and subdivision laws. Purchaser may acknowledge satisfaction or such later date as may waiver of any of the Conditions Precedent, only by delivering written notice of satisfaction or waiver to Seller on or before the close of business on the last day of the Inspection Period. If Purchaser does not acknowledge in writing the satisfaction of the Conditions Precedent (or otherwise waive the same in writing) on or before the close of business on the last day of the Inspection Period then, this Agreement shall automatically be agreed deemed to by the Lendersbe terminated, without action required of either party, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution Money (and enforceability of this Amendment, no conflicts with any law or any other agreementsall accrued interest) shall be returned to Purchaser, and such other matters relating to this Amendment Purchaser and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment Seller shall thereafter be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)released from any liability or obligation hereunder.

Conditions Precedent to Closing. 4.1. The Closing Date obligation of this Amendment the Purchasers to acquire the Sale Shares from the Seller and to pay the Purchase Amount for the purchase of the respective Sale Shares is subject to the following conditionsfulfillment of all the conditions set out below (Conditions Precedent), which shall be completed, unless waived by the Purchaser Representatives, on or prior to the Long Stop Date: 7.1 this Amendment shall have been properly executed by (i) The Sale Shares Warranties and the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower Tax Warranties shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth true and correct in Schedule 2; 7.3 Borrower shall have paid all fees respects at and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% as of the Consent Fee shall be due Original Agreement Date and payable on the Closing Date, as if made at and the remaining 60% as of the Consent Fee such date; (ii) The Sale Share Warranties specified in paragraphs 1 (a), (b) and (c) of Part B of Schedule 2 shall be due true and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on at and as of the Original Agreement Date, Agreement Date and the Closing Date Date, as if made on at and as of such date unless stated to relate to a specific earlier date date; (in which case such representations and warranties iii) The Sale Shares shall have been true, correct dematerialized and complete in all material respects on and as the Seller shall have provided a statement to the Purchasers issued by its respective depository participant evidencing the respective Seller’s ownership of such earlier date)dematerialized shares; (iv) The Seller shall have delivered the Preliminary Tax Certificate to each Purchaser with respect to the sale of the Sale Shares held by the Seller to such Purchaser; (v) There shall have been no breach of material terms of this Agreement by the Seller; (vi) The Escrow Agreements shall have been duly executed and the Escrow Accounts shall have been opened and operational; (vii) The OIC Waiver Letter shall have been executed by the relevant parties; (viii) At least 2 (Two) Business Days prior to the Purchasers depositing the Net Purchase Amount in the Cash Escrow Account in accordance with Clause 6.1.3 hereof, the Escrow Agent shall have confirmed in writing that there would be no issue in repatriation of the Net Purchase Amount to Seller’s account outside India; (ix) The conditions precedent as listed in Schedule 6 of this Agreement (Other CPs) shall have been completed and / or waived in accordance with the terms therein; and (x) The Seller shall deliver to the Purchasers the Supporting Documents (except the shareholding pattern of the Company, before and after the acquisition of the shares by the Purchasers, showing equity participation of residents and non-residents which document shall be jointly procured by the Seller and the Purchasers from the Company) and all other information/ documents required to be submitted by the Seller (as advised by the relevant Authorized Dealer) for the due filing of Form FC-TRS and / or such other exchange control forms prescribed in addition to or in lieu of the Form FC – TRS by the Closing Date.

Conditions Precedent to Closing. The Closing Date of this Amendment is subject to the following conditions: 7.1 this Amendment shall have been properly executed by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on On the Closing Date, the following conditions shall have been satisfied: (i) Uwatec shall have obtained binding confirmations and assessments from (i) the remaining 60% Swiss Federal Withholding Tax Authorities and (ii) the competent cantonal (and/or federal) authorities establishing that the aggregate amount of all unpaid or pending withholding tax or corporate income tax liabilities or claims, if any, in connection with (i) Uwatec's business operations until December 31, 1996 and (ii) the transfers of assets pursuant to Subsections 7 (vii) and (viii) (the "Tax Claims"), does not exceed the Fixed Purchase Price before deduction of the Consent Fee Tax Claims. (ii) Buyer shall be have completed its due diligence review of the Uwatec Entities' business and payable on financial statements for the Fourth Amendment Effective Date; provided furtherfiscal years ended December 31, however1995 and 1996, if including (i) an audit by KPMG Fides Peat of the Fourth Amendment Effective Uwatec Entities' financial statements for the year ended December 31, 1996, (ii) a final report by KPMG Fides Peat as of September 30, 1996, and until the Closing Date does not occur prior to no facts shall have been revealed which in the Effectiveness Termination reasonable judgment of Buyer materially and negatively affect the financial condition and business perspectives of the Uwatec Entities. (iii) Uwatec shall have delivered, at its own expense, an audited consolidated balance sheet establishing, as of the last day of the calendar month preceding the Closing Date, or such later date as may be agreed to by that the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP- dated financial position of the Uwatec Entities has not worsened since the date of the most recent audited Financial Statements and that the consolidated net equity amounts to, addressing due authorizationin the minimum, execution CHF 6'185'950.- (the "Closing Balance Sheet"). The Closing Bal- ance Sheet shall be established according to the same principles as the Financial Statements, shall be audited by KPMG Fides Peat and enforceability shall be accompanied by a statement from Sellers confirming that no material change occurred between the date of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment the Closing Balance Sheet and the transactions contemplated hereby as Agent may reasonably request; andClosing Date. 7.6 the fact (iv) Sellers shall have delivered a written confirmation stating that the warranties and representations pursuant to Section 4 are truth and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and accurate as of the Closing Date as if made on and as that the warran- ties pursuant to Subsection 4.7 equally apply to the Closing Balance Sheet. (v) Uwatec shall have entered into a lease agreement regarding the premises in Hallwil substantially in the form of such date unless stated to relate to a specific earlier date (in which case such representations Exhibit 15 hereto and warranties clearance shall have been truereceived for such lease agreement under the Swiss Law on Acquisition of Real Property by Foreigners. (vi) Uwatec shall have entered into a new employment agreement with Seller R substantially in the form of Exhibit 14 hereto. (vii) Uwatec shall have sold and validly transferred to the respective purchasers the Rolls Royce automobile for not less than CHF 52'000.-, correct the land in Hallwil for not less than CHF 1'328'000.- and complete the tire pressure sensor patent for CHF 300'000.-; provided, that Uwatec shall receive full payment in cash for said sales at the Closing simultaneously with the payment of the Purchase Price by Buyer. For this purpose Sellers hereby instruct Buyer and Buyer hereby confirms such instruction to Uwatec, if and when the Closing takes place, to pay the amount of CHF 1'680'000.- directly to Uwatec. (viii) Uwatec shall have acquired all material respects on the shares of Uwaplast AG, Biberist, for CHF 300'000.- . (ix) Those directors of Uwatec and as its Subsidiaries which Buyer shall indicate to Sellers no later than 30 days prior to Closing have delivered their resignations effective the Closing Date. (x) New Agreements with Dynatron AG, Zurich, (and/or Messrs. Mock and Voellm), shall have been concluded in the English language, in form and substance satisfactory to the Buyer. If any of such earlier datethe above conditions shall not be satisfied within thirty (30) business days after Uwatec has obtained binding confirmations and assessments from the tax authorities pursuant to Subsection 7 (i), the parties shall no longer be bound by this Agreement, except if the parties mutually agree in their sole discretion to extend the Closing Date pursuant to Section 3.

Conditions Precedent to Closing. The Closing Date of this Amendment is subject Lenders shall not be required to fund any requested Term Loan, or otherwise extend credit to the following conditions: 7.1 this Amendment shall have been properly executed by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable hereunder on the Closing Date, until the following conditions have been satisfied (or waived): (a) The Loan Documents required on the Closing Date and the remaining 60% Perfection Certificate shall have been duly executed and delivered to the Administrative Agent by each of the Consent Fee Obligor signatories thereto. (b) The Administrative Agent shall have received UCC, tax, judgment and intellectual property lien searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Obligor as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches as the Administrative Agent may reasonably require, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens) and all actions necessary to establish that the Administrative Agent, for the benefit of the Secured Parties, will have a perfected security interest in and Lien on the Collateral with the priority required by the Loan Documents and (subject to Permitted Liens and to the terms of the Intercreditor Agreement) shall have been taken to the extent required by the terms of this Agreement and the Security Documents (other than the Mortgages); (provided, that the only actions that shall be required on the Closing Date to establish that the Administrative Agent will have a perfected Lien on the Collateral shall be the delivery of certificated securities, if any, evidencing the Equity Interests of the Obligors (other than Holdings) and their direct, wholly-owned subsidiaries and the perfection of the Administrative Agent’s security interest in any other Collateral of the Obligors pursuant to which a lien may be perfected by the filing of UCC financing statements. (c) The Administrative Agent shall have received certificates, reasonably satisfactory to it (A) from the Chief Financial Officer of Holdings and the Borrower certifying that, after giving effect to the Transactions, Holdings, the Borrower and their Restricted Subsidiaries, taken as a whole, are Solvent; and (B) from a Senior Officer of the Borrower certifying that (i) the representations and warranties in Section 4 and in the Security Documents are true and correct in all material respects (except in the case of any representation or warranty which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be); provided that to the extent any representation and warranty is qualified by or subject to a “material adverse effect,” “material adverse change” or similar term or qualification, the definition thereof shall be a Material Adverse Effect for purposes of the making (or deemed making) of such representations and warranties on, or as of, the Closing Date (or any date prior thereto) and (ii) after giving effect to the Transactions, the Borrower and its Subsidiaries shall have no outstanding third party indebtedness for borrowed money or “disqualified” preferred stock other than the Loans and other extensions of credit under this Agreement, the ABL Facility, the Senior Unsecured Debt and Debt permitted by Section 6.1. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it of the repayment, redemption, defeasance, discharge, refinancing or termination in full of all Existing Term Loans and all accrued interest and other amounts then due and payable on owing under the Fourth Amendment Effective Date; provided further, however, if Existing Term Loan Agreement and the Fourth Amendment Effective Date does not occur prior release (or the making of arrangements for the release) of Liens in favor of the Existing Secured Notes Agent for the benefit of the lenders thereunder. (e) The Administrative Agent shall have received evidence reasonably satisfactory to it of the delivery of irrevocable notice for the repayment or redemption of the Existing Secured Notes Debt to the Effectiveness Termination Dateextent accompanied by any prepayments or deposits required to defease, terminate and satisfy in full the obligations under the Existing Secured Notes Indenture or such later date as may be agreed Existing Secured Notes Debt (including the delivery of an Officer’s Certificate pursuant to by the Lenders, the remaining 60% Section 3.01 of the Consent Fee Existing Secured Notes Indenture and the release (or the making of arrangements for the release) of Liens in favor of the Existing Secured Notes Agent for the benefit of the noteholders thereunder. (f) The Administrative Agent shall no longer be due have received a certificate of a duly authorized officer of each Obligor, certifying (i) that an attached copy of such Obligor’s Organic Documents is true and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, complete and continue in full force and effect; (ii) that an attached copy of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the written consent authorizing execution and delivery by of the appropriate officers on behalf of BorrowerLoan Documents is true and complete, and that such resolutions are or written consent is in full force and effect as of the performance by BorrowerClosing Date and were duly adopted; and (iii) to the title, name and signature of this Amendmenteach Person authorized to sign the Loan Documents. (g) The Administrative Agent shall have received a written opinion of Weil, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, ▇▇▇▇▇▇▇▇ Gotshal & ▇▇▇▇▇▇ LLP, addressing due authorizationin form reasonably satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received good standing certificates for each Obligor, execution and enforceability issued by the Secretary of this Amendment, no conflicts with any law State or any other agreements, and appropriate official of such other matters relating to this Amendment and the transactions contemplated hereby as Obligor’s jurisdiction of organization. (i) The Administrative Agent may reasonably request; and 7.6 the fact that the representations and warranties shall have received certificates of Borrower and each Guarantor contained in Article 5 insurance of the Credit Agreement Obligors evidencing liability and Section 8 of this Amendment shall be true, correct and complete casualty insurance meeting the requirements set forth in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date)Loan Documents.